Exhibit 10.9
AMENDMENT TO RETIREMENT AGREEMENT
This First Amendment to Retirement Agreement made and entered into as of this
31st day of December, 1996, by and between Tridex Corporation ("Tridex" or the
"Company"), a Connecticut corporation with a principal place of business at 00
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 and Xxxxx Xxxxxx ("Xxxxxx"), an
individual residing at 000 Xxxxxxx Xxxxxxxxx, Xxx. 000, Building 96, Palm Aire,
Xxxxxxx Xxxxx, Xxxxxxx 00000 with reference to the following background.
WHEREAS, on August 16, 1992, Tridex and Xxxxxx entered into a Consulting
Services Agreement which was amended by Agreement dated April 1, 1995 (the
"Consulting Services Agreement"), and
WHEREAS, pursuant to paragraph 8 of the Consulting Services Agreement, Company
was required to maintain insurance on Xxxxxx'x life in the amount of Five
Hundred Thousand Dollars ($500,000), and
WHEREAS, Xxxxxx contributed such life insurance policy to an Irrevocable Trust
dated August 20, 1981, the Trustees of which are Xxxx X. Xxxxxx and Xxxxxxx X.
Xxxxxxxx, and
WHEREAS, the Trustees of said Trust and its principal beneficiary, Xxxxxxx
Xxxxxx, are willing to waive the requirement that Xxxxx Xxxxxx maintain such
life insurance policy, and
WHEREAS, the Company is willing to agree to maintain a life insurance policy on
Xxxxx Xxxxxx'x life in the amount of Seventy-Five Thousand Dollars ($75,000),
pursuant to a policy issued by United of Omaha, policy number BU1014551, and to
amend the Retirement Agreement between Xxxxxx and the Company, dated December
31, 1995 (the "Retirement Agreement") to provide that the retirement benefit
contained therein shall continue throughout the life of Xxxxxx.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, and for other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Termination of Portion of Consulting Services Agreement. Tridex and Xxxxxx
agree to terminate the provisions of paragraph 8 of the Consulting Services
Agreement effective on the date hereof. The remainder of the covenants,
terms and conditions of the Consulting Services Agreement, to the extent
not heretofore or hereby terminated, shall remain in full force and effect
as set forth therein and in the Retirement Agreement.
2. Paragraph 2 of the Retirement Agreement is hereby amended to read as
follows: "Retirement Benefit. Effective as of January 1, 1997 Tridex shall
pay Xxxxxx in equal monthly installments, a pension benefit at the rate of
One Hundred Thousand Dollars ($100,000) a year until his death. In
addition, Tridex shall maintain and pay the premiums required to maintain
in full force and effect a life insurance policy on Xxxxxx'x life in the
face amount of Seventy-Five Thousand Dollars ($75,000)."
3. Except as modified herein, the Retirement Agreement is hereby ratified,
confirmed and approved.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first-above written.
TRIDEX CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Chairman and Chief Executive Officer
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/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
