Exhibit 10.2
Amendment No. 1 to Employment Agreement
between Novex Systems International, Inc.
And Xxxxxx X. Xxxx
This Amendment dated as of December 29, 1999, by and between Novex
Systems International, Inc. (formerly Stratford Acquisition Corp.) having its
principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000 (the
"Company") and Xxxxxx X. Xxxx residing at 00 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxx
00000 (the "Executive").
WHEREAS, the Company and the Executive entered into an employment
agreement dated April 1, 1998 pursuant to which the Executive accepted
employment with the Company pursuant to the terms and conditions set forth
therein (the "Agreement");
WHEREAS, the parties to the Agreement intend to amend the Agreement to,
among other things, ensure that the Executive will be properly compensated in
the event of a Change of Control of the Company, as such term is defined herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, the parties agree as follows:
1. Subparagraph (d) of Paragraph 3 of the Agreement shall be
replaced in its entirety with the following text:
"(d) Automobile Allowance. The Company shall provide the
Executive with a leased vehicle of his choice which
monthly lease payment shall not exceed $425 per month."
2. Paragraph 3 of the Agreement shall be further amended to include
the following new subparagraph:
"(f) Change of Control. In the event of a Change of Control
(as that term is defined in Paragraph 7 hereof) on or
before November 10, 2000, the Company shall pay to the
Executive within 10 days of such Change of Control, a
cash payment representing the sum of (I) the unpaid
balance of the Executive=s minimum annual base salary
(as may be adjusted from time to time pursuant to
subparagraph (a) above) for the period commencing on
the date upon which such Change of Control occurs
through March 31, 2004; (ii) the unpaid balance of any
annual cash bonus which shall become due to Executive
pursuant to subparagraph (b) above, regardless of
whether such Change in Control shall occur on or before
the end of February of the current year for which such
bonus is to be calculated; and (iii) $800,000."
3. Paragraph 7 of the Agreement shall be amended to include the
following new subparagraph:
"(d) The phrase AChange in Control@ shall mean (I)
termination by the Company of Executive=s employment
for reasons other than for cause; (ii) a significant
reduction by the Company of the position, duties or
responsibilities of the Executive; (iii) the removal
and/or replacement or any increase in the number of
directors of the Company which removal, replacement or
increase shall result in a change of 50% or more of the
board of directors as of the date of this Amendment, or
(iv) the accumulation or acquisition by any one
shareholder or group of shareholders acting in concert
resulting in such shareholder(s)= control over or
beneficial ownership of 40% or more of the Company=s
outstanding capital stock."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereinbefore stated.
WITNESS: NOVEX SYSTEMS INTERNATIONAL, INC.
By:
Xxxxxxx X. Xxxxx, Chairman
WITNESS:
Xxxxxx X. Xxxx, Executive
