Exhibit 10.19
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of the 1st
of September, 2000, by and between A. Xxxxx Xxxx ("Executive") and Autotote
Corporation, a Delaware corporation (the "Company").
WHEREAS, the Company and Executive have entered into an Employment
Agreement dated as of November 1, 1997, as amended by the letter agreement dated
September 10, 1998 (the "Existing Agreement"); and
WHEREAS, the Company and Executive wish to amend certain provisions
of the Existing Agreement concerning the term of Executive's employment;
Executive's base salary; and Executive's rights upon termination with respect to
any supplemental executive retirement plan or similar plan;
NOW, THEREFORE, in consideration of the premises and the mutual
benefits to be derived herefrom and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the Existing Agreement is hereby amended, effective as of September
1, 2000, as follows:
1. TERM: Section 2 of the Existing Agreement is hereby amended
and restated to provide in its entirety as follows:
The term of employment of Executive under this Agreement (the
"Term") shall be the period commencing on the Effective Date and
ending on October 31, 2004, together with any additional period or
periods for which such term may be extended from time to time in
accordance with this Section 2, subject to earlier termination in
accordance with Section 6 or 7. The Term shall be extended
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automatically, without further action by either party, by one
additional year beyond the then-scheduled end of the Term, on
October 31, 2004 (extending the Term to October 31, 2005) and on
each succeeding October 31 thereafter, unless either party, prior to
the April 30 preceding the date upon which such extension would
become effective, shall have served upon the other party written
notice in accordance with the provisions of Section 12(d) electing
not to so extend the Term, in which case the term of Executive's
employment shall terminate at the then-scheduled end of the Term,
subject to earlier termination in accordance with Section 6 or 7.
2. BASE SALARY: Section 4(a) the Existing Agreement is hereby
amended and restated to provide in its entirety as follows:
The Company will pay to Executive during the Term a base salary at
the initial annual rate of $475,000, payable in cash in
substantially equal monthly installments during each year, or
portion thereof, of the Term commencing at the beginning of the
Term, and otherwise in accordance with the Company's usual payroll
practices with respect to senior executives (except to the extent
deferred under Section 5(d)). Executive's annual base salary shall
be increased to $750,000 effective September 1, 2000, and shall be
increased annually on each succeeding September 1 thereafter by a
percentage of Executive's annual base salary then in effect equal to
the percentage increase, if any, during the preceding twelve months
in the Consumer Price Index for the Greater New York area; provided,
however, that if the independent consultants that the Company
retains to review the Company's compensation structure conclude that
Executive's base salary is insufficient, Executive's base salary
shall be increased in accordance with the recommendations of such
consultants. In no event shall Executive's base salary be reduced.
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3. PARTICIPATION IN ANY SERP ADOPTED BY THE COMPANY:
Section 5 of the Existing Agreement is hereby amended as
follows:
a. Subsection 5(c)(iii) of the Existing Agreement is
hereby renumbered as Subsection 5(c)(iv);
b. Subsection 5(c)(iv) of the Existing Agreement is
hereby renumbered as Subsection 5(c)(v); and
c. The following provision is hereby added in its
entirety as Subsection 5(c)(iii):
(iii) If the Company adopts any supplemental executive retirement
plan or substantially similar plan (a "SERP") during the Term,
Executive shall be entitled to participate in such SERP in
accordance with its terms, subject to the provisions of
Sections 6 and 7 of this Agreement.
4. ENTITLEMENT UNDER SERP UPON TERMINATION DUE TO NORMAL
RETIREMENT, APPROVED EARLY RETIREMENT, DEATH, OR DISABILITY:
Section 6 of the Existing Agreement is hereby amended as
follows:
a. Subsection 6(vi) of the Existing Agreement is hereby
renumbered as Subsection 6(vii);
b. Subsection 6(vii) of the Existing Agreement is hereby
renumbered as Subsection 6(viii); and
c. The following provision is hereby added in its entirety as
Subsection 6(vi):
(vi) If the Company adopts any supplemental executive retirement
plan or substantially similar plan (a "SERP") during the
Term, Executive shall be entitled to receive, in lieu of
any payments and benefits under the SERP, the greater of:
(a) an actuarially-adjusted lump sum cash payment equal to
the cash value of all payments and benefits to which
Executive would have been entitled under the SERP and (b)
an actuarially-adjusted lump
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sum cash payment equal to the cash value of all payments
and benefits to which Executive would have been entitled
under the SERP if Executive had 15 years of service with
the Company; provided, however, that if Executive receives
such payment under this Subsection 6(vi), Executive shall
forfeit all rights under the SERP, and the SERP shall have
no force and effect with respect to Executive.
5. ENTITLEMENT UNDER SERP UPON TERMINATION BY COMPANY WITHOUT
CAUSE OR BY EXECUTIVE FOR GOOD REASON, PRIOR TO OR MORE THAN TWO YEARS AFTER
A CHANGE IN CONTROL:
Section 7 of the Existing Agreement is hereby amended to add the
following provision as Subsection 7(b)(i)(J):
(J) If the Company adopts any SERP during the Term, Executive shall be
entitled to receive, in lieu of any payments and benefits under the
SERP, the greater of: (a) an actuarially-adjusted lump sum cash
payment equal to the cash value of all payments and benefits to
which Executive would have been entitled under the SERP and (b) an
actuarially-adjusted lump sum cash payment equal to the cash value
of all payments and benefits to which Executive would have been
entitled under the SERP if Executive had 15 years of service with
the Company; provided, however, that if Executive receives such
payment under this Subsection 7(b)(i)(J), Executive shall forfeit
all rights under the SERP, and the SERP shall have no force and
effect with respect to Executive.
6. ENTITLEMENT UNDER SERP UPON TERMINATION BY COMPANY WITHOUT CAUSE
OR BY EXECUTIVE FOR GOOD REASON, WITHIN TWO YEARS AFTER A CHANGE IN CONTROL:
Section 7 of the Existing Agreement is hereby amended to add the
following provision as Subsection 7(b)(ii)(J):
(J) If the Company adopts any SERP during the Term, Executive shall be
entitled to receive, in lieu of any payments and benefits under the
SERP, the greater of: (a) an actuarially-adjusted lump sum cash
payment equal to the cash value of all payments and benefits to
which Executive would have been entitled under the SERP and (b) an
actuarially-adjusted lump sum cash payment equal to the cash value
of all payments and benefits to which Executive would have been
entitled under the SERP if Executive had 15 years of service with
the Company; provided, however, that if Executive receives such
payment under this Subsection 7(b)(ii)(J),
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Executive shall forfeit all rights under the SERP, and the SERP
shall have no force and effect with respect to Executive.
7. RATIFICATION AS TO OTHER RESPECTS: The Existing Agreement is
hereby ratified and confirmed and remains in full force and effect in all
respects except as modified herein.
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IN WITNESS WHEREOF, Executive has signed his name and the Company,
by the signature of its duly authorized officer, has executed this Amendment to
Employment Agreement, as of the date and year first above written.
THE COMPANY:
AUTOTOTE CORPORATION, a Delaware corporation
By:______________________________
Xxxx X. Xxxxx
Chairman of the Executive Committee
of the Board of Directors
EXECUTIVE:
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A. Xxxxx Xxxx
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