AMENDMENT TO
EMPLOYMENT AGREEMENT
FIRST AMENDMENT dated August 1, 1996 to Employment Agreement
effective as of January 1, 1996, by and between The Xxxxxxx Company, Inc., a
Delaware corporation (the "Company") and Xxxxx Xxxxxxx (the "Executive").
WHEREAS, the parties entered into an Employment Agreement effective
as of January 1, 1996 (the "Employment Agreement"); and
WHEREAS, the parties wish to amend the Employment Agreement as set
forth herein.
NOW THEREFORE, the parties agree as follows:
1. Section 9(c) is hereby amended in its entirety and replaced
with the following:
9.(c) During the time the Executive is employed by the
Corporation and for a period of two years following the termination of
such employment for any reason, the Executive will not serve as an officer,
director or employee, or in any other way assist the efforts of, any
Significant Competitor. As used herein, the term "Significant Competitor"
shall mean any corporation, partnership or entity (i) that competes
directly against the Corporation in one or more product lines with such
product lines representing at least 10% of the total sales of such
competitor, and (ii) where such competing products offered by the
Corporation constitute at least 10% of the total sales of any organization
unit of the Corporation (e.g. division or corporate) that the Executive
has been employed at during the previous 24 months. Notwithstanding
anything above, this section shall not prohibit the Executive from owning
not more than 5% of any publicly traded company. The restrictions on the
Executive pursuant to this Section 9(c) shall lapse upon any material
breach of this Agreement by the Corporation, including without limitation,
the obligations of Corporation under Section 6 COMPENSATION UPON
TERMINATION.
2. Executive acknowledges that he has been furnished a copy of
Colorado Revised Statutes Section 8-23-113(2) and he acknowledges that his
position is within the class of "executive and management personnel and
officers" which is excluded from the statute.
3. The parties agree that as except as expressly amended hereby, the
Agreement shall be in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement as of the date first above written.
THE XXXXXXX COMPANY, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
/s/ X.X. XXXXXXX
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Xxxxx Xxxxxxx
