AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of September 15, 1999, is by and between ▇▇▇▇
Corporation, a Delaware corporation ("Company"), and ▇▇▇▇ ▇. ▇▇▇▇ ("Executive").
WHEREAS, Executive and Company entered into that certain Employment
Agreement dated August 1, 1998 which sets forth the terms and conditions for
Executive's continued employment with the Company (the "Agreement"); and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company to amend certain provisions of the
Agreement in order to retain and motivate Executive; and
WHEREAS, Executive and Company now desire to amend such provisions of
the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged the parties hereby
agree as follows:
1. Section 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"1. EMPLOYMENT. Executive agrees to enter into the continued
employment of the Company, and the Company agrees to employ Executive,
on the terms and conditions set forth in this Agreement. Executive
agrees during the term (as hereinafter defined) to devote substantially
all of his business time, efforts, skills and abilities to the
performance of his duties as stated in this Agreement and to the
furtherance of the Company's business. Executive's job title will be
Executive Vice President and Chief Operating Officer and his duties
will be those as are designated by the Board of Directors of the
Company ("Board"), consistent with this position. Executive further
agrees to serve without additional compensation as an Officer or
Director, or both, of any subsidiary, division or affiliate of the
Company or any other entity in which the Company holds an equity
interest, provided, however, that (a) the Company shall indemnify
Executive from liabilities in connection with serving in any such
position to the same extent as his indemnification rights pursuant to
the Company's Certificate of Incorporation, Bylaws and applicable
Delaware law, and (b) such other position shall not materially detract
from the responsibilities of Executive pursuant to this Section 1 or
his ability to perform such responsibilities."
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first above written.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board of Directors
