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Exhibit 99.9
AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
TRIDENT INTERNATIONAL, INC.
AND
J. XXX XXXXX
This Amendment (the "Amendment") to the Executive Employment Agreement
between Trident International, Inc. (the "Company") and J. Xxx Xxxxx (the
"Executive") dated as of June 1, 1998 (the "Agreement"), is dated as of January
6, 1999.
WHEREAS, in order to clarify certain provisions of the Agreement as
they relate to a potential change in control of the Company, the undersigned
parties to the Agreement wish to amend the Agreement as described herein; and
WHEREAS, capitalized terms used and not otherwise defined herein shall
have the meanings given to them in the Agreement.
NOW THEREFORE, the undersigned parties to the Agreement hereby agree as
follows:
1. Section 6.B of the Agreement is hereby amended and restated in
its entirety to provide as follows:
"B. In consideration of the Executive's agreement to continue in the
employ of the Company after a Change in Control, the Company agrees that, in the
event of Involuntary Termination, it shall provide the following severance
benefits:
(i)(a) Salary continuation for two (2) years in an annual
amount equal to the Base Salary in effect on the date of Involuntary
Termination; and (b) the ordinary and customary additional elements of
Compensation (except for options contemplated in subparagraph
6.B.(iii)) attendant to the Position as set forth in Schedule D for two
(2) years. The salary continuation and customary additional elements
shall be limited during the second year following the Involuntary
Termination by the amount of equivalent base salary, fees, and other
compensation elements the Executive may receive from any employment,
consultancy, board services or other similar business arrangement
secured with another party during the second year of the two year
continuation period, and the Company shall only be obligated to pay
during such second year the difference between the aggregate of such
salary continuation and elements, and the value of compensation
received from another party, if less. If the value of such compensation
during such second year shall exceed such amount of equivalent base
salary and other compensation elements payable by the Company
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hereunder, the Company shall have no obligation to Executive during
such second year under this paragraph 6.B.(i).
(ii) Coverage for two (2) years under all Company
perquisites and benefit plans including: 401(k) savings plan; medical,
life and disability insurance plans; and the like, in the same manner
as if the Executive were an active employee; provided that such
coverage shall be terminated on the earliest date after the first
anniversary of the date of Executive's termination that Executive shall
be employed by, serve as a consultant to, or make a similar business
arrangement with, another party.
(iii) An immediate right to exercise any outstanding and
unexercised stock options previously granted under any Company stock
option plans, including any such options not otherwise vested under the
terms of the plan or grant, unless provision is made in connection with
such transaction for the assumption of options theretofore granted, or
the substitution for such options or new options of the successor
entity or parent thereof, with appropriate adjustment as to the number
and kind of shares and the per share exercise prices, specifically
including but not limited to the Options.
(iv) Employment search assistance through a professional
out placement organization and office and secretarial support for up to
one year.
(v) Notwithstanding any other provision of this
Agreement, the Executive shall only be entitled to the severance
benefits under this Section 6.B. so long as he shall adhere to the
obligations of confidentiality and non-competition contained in this
Agreement."
2. Section 6.G of the Agreement is hereby amended and restated in
its entirety to provide as follows:
"G. During the period beginning on the first anniversary of the
Involuntary Termination of the Executive, the Executive shall use his best
efforts to mitigate the amount of any payment or benefit provided for in this
Agreement by seeking other employment or equivalent consulting opportunities or
arrangements. The Executive shall not be required to mitigate the amount of any
payment or benefit provided during the first year following an Involuntary
Termination by seeking other employment or otherwise, nor shall the amount of
any payment or benefit provided during the first year following an Involuntary
Termination be reduced by any compensation earned by the Executive as a result
of employment by another employer or by retirement benefits after termination,
or otherwise."
3. Except as expressly provided herein, the Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first set forth above.
TRIDENT INTERNATIONAL, INC.
By: /s/ R. Xxxx Xxx Xxxxxx
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Name: R. Xxxx Xxx Xxxxxx
Title: Chairman of the Board of Directors
EXECUTIVE
/s/ J. Xxx Xxxxx
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J. Xxx Xxxxx
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