Exhibit 10(t)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
OF
XXXXXX X. XXXXXX
THIS AMENDMENT made as of this 3rd day of February, 2000, by and between
XXXXXX INTERNATIONAL, INC. (the "Company") and XXXXXX X. XXXXXX
("Executive");
WITNESSETH:
WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of April 18, 1999 ("Employment Agreement"), which agreement
became effective on August 19, 1999; and
WHEREAS, the parties now desire to amend the Employment Agreement in the
manner hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Employment Agreement, the parties
hereby agree to amend the Employment Agreement as follows:
1.
Section 2 of the Employment Agreement is hereby amended by deleting the
present section in its entirety and substituting the following in lieu thereof:
"2. Employment and Term
(a) Subject to the terms and conditions of this Agreement, the
Company hereby employs Executive, and Executive hereby accepts
employment, as President and Chief Operating Officer of the Company and
shall have such responsibilities, duties and authority that are
consistent with such position as may from time to time be assigned to
Executive by the Board. Executive hereby agrees that during the Term of
this Agreement he will devote substantially all his working time,
attention and energies to the diligent performance of his duties as
President and Chief Operating Officer of the Company. With the consent
of the Board of Directors, the Executive may serve as a director on the
boards of directors or trustees of additional companies and organizations.
(b)Unless earlier terminated as provided herein, Executive's
employment under this Agreement shall be for a rolling, three year term
(the "Term") commencing on February 3, 2000, and shall be deemed to
automatically, without further action by either the Company or
Executive, extend each day for an additional day, such that the
remaining term of the Agreement shall continue to be three years;
provided, however, that (i) either party may, by written notice to the
other, cause this Agreement to cease to extend automatically and, upon
such notice, the "Term" of this Agreement shall be the three years
following the date of such notice and this Agreement shall terminate
upon the expiration of such Term, and (ii) the Term of this Agreement
shall not extend beyond the date Executive attains age 65, unless the
parties otherwise agree in writing. If no such notice to cease to
extend has been given and this Agreement is terminated pursuant to
Section 5.1 or 5.2 hereof, for the purposes of calculating and assessing
the damages to Executive as a result of such termination, the remaining
Term of this Agreement shall be deemed to be three years from the date
of such termination (or, if earlier, the date Executive attains age 65)."
2.
Section 3(a) is hereby amended to provide that Executive's Base Salary
shall be increased to Four Hundred Thousand and No/100 Dollars
($400,000.00).
3.
Section 3(b) is hereby amended to provide that Executive's annual Target
Bonus shall be increased to 55% of Base Salary and that his maximum award
for exceeding the performance goals shall be increased to 110% of the Base
Salary.
4.
Section 5.1 is hereby amended by deleting the fourth sentence of the
present section in its entirety and substituting the following in lieu
thereof:
"Unless specified otherwise, the time periods in (a) through (i) below
shall be thirty-six (36) months commencing on the date of Executive's
termination ("Severance Period")."
5.
Section 6.7(i) is hereby amended by deleting the present section in its
entirety and substituting the following in lieu thereof:
"(i)the assignment to Executive of any duties inconsistent with
Executive's status as the President and Chief Operating Officer of the
Company, or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those on the effective date of his
employment as the President and Chief Operating Officer of the Company."
6.
As of the Effective Date of this Amendment, the Company shall grant to
Executive, pursuant to the terms of the Company's 1999 Stock Incentive Plan,
12,500 Time Options and 12,500 Performance Options. The Option exercise price
shall be $14.8688 per share.
7.
This Amendment to the Employment Agreement shall be effective as of
February 3, 2000 ("Effective Date"). Except as hereby modified, the provisions
of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
COMPANY:
XXXXXX INTERNATIONAL, INC.
By _____________________________
EXECUTIVE:
________________________________
XXXXXX X. XXXXXX
