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EXHIBIT 10.23
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AGREEMENT is dated and effective this 6th day of June, 1996, and
amends that certain Employment Agreement, dated February 1, 1993, by and between
XXXXX WHEELS, S.p.A. f/k/a FPS/Xxxxxx-Xxxxx, S.p.A., an Italian corporation
(the "Company" or "FPS") and XXXXXXXXX XXXXXXX, an individual employed by the
Company ("Dallera").
WHEREAS, the Company desires to continue to retain Dallera as an employee
of the Company because of his experience, expertise and abilities;
WHEREAS, Dallera desires to accept the Company's offer to have Dallera
continue to work for the Company beyond the term originally agreed to in the
Agreement, subject to the terms in the Agreement originally as amended herein;
WHEREAS, the Company has agreed to amend the Agreement and to sell to
Dallera the Company's equity interest in and to Cromodora Wheels S.p.A., as
consideration for Dallera's agreement to remain with the Company as its
Chairman and Managing Director;
WHEREFORE, as consideration for the mutual promises, rights and
obligations set forth herein, and other valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Dallera and the Company agree to
amend the Agreement as follows:
A. In Section 1 of the Agreement, the term of May 1, 1993 through April
30, 1998 is deleted and replaced with the term of May 1, 1993 through December
31, 2003.
B. Section 3 of the Agreement is deleted and replaced with the
following:
"3. RESTRICTIVE COVENANT. Dallera agrees that during the term of this
Agreement: (a) he shall promptly reveal to the Board of Directors of FPS all
matters coming to his attention pertaining to the business or interest of FPS
and, except as permitted by clause (c) below, he shall not accept employment
from or serve in any capacity with, any other concern which is at such time
engaged in a business of a like or similar nature to the business being
conducted by FPS or any of its sister, parent or affiliated companies; (b) he
shall not reveal, without the written consent of FPS, any matter, the
revelation of which could in any manner, adversely affect FPS's business or
prospects, unless required by law to do so; (c) he shall not, directly or
indirectly, as an individual, partner, shareholder, trustee, executor or
through one or more intermediaries or otherwise, control or be controlled by or
under the common control or employment of, any corporation, firm, person or
other entity, engaged in competition with any business, trade or occupation
identical or similar to that carried on by FPS or its sister, parent or
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affiliated companies, except that Dallera may be associated with
Cromodora Wheels S.p.A., as an officer, director and/or shareholder so
long as the time expended by Dallera in such association does not
interfere with his duties under this Agreement and so long as Cromodora
Wheels S.p.A. is not in a business which is in competition with the
business carried on by the Company; and (d) he shall not, directly or
indirectly, cause, entice, offer or encourage to leave the employ of
FPS, nor shall he solicit for employment other than for employment
with FPS or its sister, parent or affiliated companies, any of the
officers, directors or other employees of FPS."
C. The Company and Dallera hereby acknowledge that FPS, as
referred to in the Agreement, is now known as and has become "Xxxxx Wheels,
S.p.A.."
D. Except as modified and amended herein, the Company and Dallera
hereby ratify and reaffirm in all respects the terms of the Agreement, which
terms as modified above remain in full force and effect.
WHEREFORE, Dallera and the Company have executed this Agreement as of
the date set forth above.
XXXXX WHEELS, S.p.A. f/k/a
FPS/Xxxxxx-Xxxxx, S.p.A., an
Italian corporation
"Company" "Dallera"
By: /s/ X. Xxxxx /s/ Xxxxxxxxx Xxxxxxx
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X. Xxxxx Xxxxxxxxx Xxxxxxx
Director
