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MATERIAL CONTRACTS
EXHIBIT 10.0 (I)
ADDENDUM
TO
JUNE 11, 1997 MANAGEMENT AGREEMENT
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This ADDENDUM to the Management Agreement executed by and between
Xxxxxxx X. Xxxxxxx (the "Executive") and Xxxxx Technologies, Inc. (formerly
known as Figgie International Inc. and hereinafter called the "Company") as of
June 11, 1997 (the "Agreement") is entered into as of this 13th day of August,
1998, by and between the Company and the Executive.
WHEREAS, as a result of the occurrence of certain events since the
execution of the Agreement, it is desirable for the Company and the Executive to
acknowledge that certain events have occurred and agree to modify the Agreement
to include certain additional provisions and adjust certain existing provisions
in order to take into account said events;
NOW THEREFORE, in consideration of the foregoing, the Company and the
Executive agree as follows:
(1) As of the date of this Addendum, the Company and the
Executive agree that the Consolidated Revenues of the Company, as shown on the
quarterly financial results distributed to shareholders, have been less than
Seventy-Five Million Dollars for four (4) consecutive calendar quarters.
(2) As of the date of this Addendum, the Executive hereby
rescinds his letter of May 6, 1998 to the Company's Chief Executive Officer (a
copy of which is attached hereto as Exhibit A) regarding the freeze of his
benefits under the Company's Senior Executive Benefits Program.
(3) Effective November 1, 1998 if the Executive has not given
notice of his intent to quit the employ of the Company, the Executive agrees to
the elimination of any and all of his benefits (including any which would be
payable as a result of his death) under the Company's Senior Executive Benefits
Program in exchange for the issuance, on November 1, 1998, of three thousand
seven hundred
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sixty (3,760) stock options to the Executive pursuant to a Stock Option
Agreement (a copy of which is attached hereto as Exhibit B) under the Key
Employees' Stock Option Plan which options shall have an option price equal to
the value of the Company's Class A Common Stock at the close of business on
October 30, 1998.
(4) Effective as of the date of this Addendum, the Company and
the Executive hereby agree that Section 3.4 of the Agreement shall be deemed to
be modified to read as follows:
"3.4 VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON.
In the event that the Executive terminates his employment with Good
Reason as defined below in this Section 3.4, the Executive will be
entitled to receive the Severance Benefits set forth in Section 3.7
hereof and, if he qualifies therefor, the Severance Pay set forth in
Section 3.8 hereof. For purposes of this Agreement, an Executive shall
be deemed to have terminated his employment for >Good Reason' if his
termination of employment occurs prior to January 1, 1999 and he gives
the Company advance written notice of his termination of employment at
least sixty (60) days prior to his termination of employment and, in
any event, by October 31, 1998."
(5) As of the date of this Addendum, the Company and the
Executive agree that the proposed Amended and Restated Management Agreement for
the Executive (a copy of which is attached hereto as Exhibit C) shall become
effective as of November 1, 1998 unless the Executive provides written notice to
the Company on or before October 31, 1998 of his intention to terminate his
employment with the Company.
(6) This Addendum supersedes any contrary provisions of the
Agreement.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Addendum to the Agreement as of the day and year first above written.
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XXXXX TECHNOLOGIES, INC.
By: /s/
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Xxxx X. Xxxxxxxxx
And: /s/
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Xxxxx X. Xxxxxxx
/s/
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Xxxxxxx X. Xxxxxxx
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