Exhibit 10.7
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") is effective as of June 1, 2004 by and
between E-Z-EM, Inc., a Delaware corporation, having an address at 0000 Xxxxxx
Xxxxxx, Xxxxx XX-00, xxxx Xxxxxxx, XX 00000 ("Company") and Xxxxxxx X. Xxxxxxxx,
an individual having an address at 00 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
("Employee").
WHEREAS, the Company and the Employee entered into an Employment Agreement
dated April 3, 2000 ("Agreement"), and
WHEREAS, the Company and the Employee now desire to amend the Agreement in
accordance with the following as set forth below.
NOW, THEREFORE in consideration of the mutual covenants contained herein,
and other valuable consideration, the adequacy and sufficiency of which is
hereby acknowledged by each of the parties, the Agreement is hereby amended as
follows:
1. The text of Section 3.1 is hereby modified, so that after
modification Section 3.1 shall read in its entirety as follows:
"Section 3.1: The Company agrees to pay the Employee, during
the term of his employment, a base salary of $340,000 per year
of employment (the "Base Salary"). Base salary shall be
payable in equal monthly installments on a monthly basis, less
such deductions or amounts to be withheld as required by
applicable law or regulations. The Company shall be under no
obligation to increase the Base Salary, but may review the
Employee's Base Salary at its sole discretion."
2. The text of Section 2 is hereby deleted in its entirety and replaced
with the following:
"Section 2 Term of Employment
2.1 This Agreement shall commence on June 1, 2004 and
terminate on May 31, 2007, unless terminated sooner in
accordance with the terms and conditions contained herein.
This Agreement may be renewed by the mutual consent of the
Company and Employee."
3. The text of Section 3.2 is hereby deleted in its entirety and
replaced with the following:
"Section 3.2 The Employee shall participate in the Company's
Annual Incentive Plan ("AIP") at the President/CEO level and
shall be eligible for an annual bonus in accordance with the
AIP, as such plan may be modified from time to time by the
Company."
-106-
4. The text of Section 3.7 is hereby modified, so that after
modification Section 3.7 shall read in its entirety as follows:
"Section 3.7 The Company shall enter into a Change in Control
Agreement with the Employee as such agreement may be modified
from time to time by the mutual written consent of the
parties. A copy of the form of such Change in Control
Agreement is attached hereto as Exhibit B. In the event of any
conflict between this Agreement and the terms and conditions
of the Change in Control Agreement, the terms and conditions
of the Change in Control Agreement shall prevail."
5. The text of Section 4.5 is hereby deleted in its entirety and
replaced with the following:
"Section 4.5 If the Employee's employment is terminated by the
Company pursuant to Section 4.1 without cause, he shall be
entitled to severance pay equal to two (2) years Base Salary,
payable in twenty four (24) equal installments on the first
regular pay day of each fiscal month commencing in the first
fiscal month following termination. In addition to the
foregoing severance payments, the Company shall continue to
provide the Employee with medical and dental benefits similar
to those as are in effect at the time of termination for a
period of two (2) years following the date of termination. In
the event the Employee's termination is covered under the
Change in Control Agreement attached hereto as Exhibit B, the
obligations of the Company to make payments and provide
continued medical and dental benefits pursuant to this Section
4.5 shall terminate and the Employee shall only be entitled to
such severance amount and benefits as is set forth in the
Change in Control Agreement. If following the termination of
the Employee by the Company pursuant to Section 4.1 of this
Agreement, the Employee breaches any provisions of Section 5
of this Agreement, the obligations of the Company to make
payments and provide medical and dental benefits pursuant to
this Section 4.5 shall immediately terminate. Except as
provided in Sections 4.5 and 3.2, the Employee shall not be
entitled to any severance pay or to any other compensation,
payments or benefit (by way of salary, bonus, stock options,
damages or otherwise) of any nature relating to this Agreement
or otherwise relating to or arising out of his employment by
the Company, for any period subsequent to the date of
termination. Furthermore, upon termination of this Agreement,
the applicable provisions of the Plan will apply to any stock
option, provided, however that in the event this Agreement is
terminated, any and all unvested stock options shall
immediately expire and the Employee shall return all documents
evidencing such options to the Company."
6. The text of Section 6.2 is hereby deleted in its entirety and
replaced with following:
-107-
"Section 6.2 All notices concerning this Agreement shall be
deemed to have been received one day after personal delivery
or two days after being properly sent by commercial overnight
courier to the address below:
If to the Company:
E-Z-EM, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx XX-00
Xxxx Xxxxxxx, XX 00000
Att: Vice President - General Counsel
If to Employee:
Xxxxxxx X. Xxxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000"
7. The modifications set forth in this Amendment shall become effective
on June 1, 2004.
8. Except as set forth in this Amendment, all other provisions of the
Agreement shall remain unchanged.
9. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall
constitute one and the same.
In Witness Whereof, the Company and the Employee have executed this
Amendment as of the day and year set forth below.
E-Z-EM, Inc.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxx
---------------------------- -------------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Chairman of the Board
Date: August 24, 2004 Date: August 24, 2004
--------------------- ------------------------
-108-
