Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Between Parlex Corporation
and
Xxxxx X. Xxxxxx
This Second Amendment to Employment Agreement (this "Amendment") is
entered into as of September 1, 2005, by and between Parlex Corporation (the
"Company") and Xxxxx X. Xxxxxx ("Employee") and further amends that certain
Employment Agreement by and between the parties hereto dated September 1,
2002, as previously amended by that certain First Amendment to Employment
Agreement dated as of July 21, 2004 (as previously amended, the "Agreement")
as herein provided.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
set forth and as set forth in the Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, each to the other, the parties hereto agree as follows:
1. Section 1 of the Agreement shall be amended by deleting the date
"August 31, 2005" at the end of such section and replacing it with the date
"August 31, 2006".
2. Section 2.6 of the Agreement shall be amended by deleting the
provisions of such section in its entirety and inserting the following:
"In the event the Employee exercises his rights under Section 2.3 or
the Company exercises its rights under 2.4 above, then and in that
event the provisions of Section 7.3 or 7.4 below shall become null and
void and the provisions of Section 2.3 or 2.4 shall govern and
control."
3. Section 7.3 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
"If the Employee's employment is terminated without Cause pursuant to
Section 6.3, the Company shall pay to Employee both (i) the
compensation and benefits otherwise payable to him under Section 2
through the last day of his actual employment by the Company and (ii)
an amount, payable on a monthly basis, through August 31, 2006 equal
to one hundred percent (100%) of the rate of compensation payable per
month to Employee, at the time of Employee's termination, pursuant to
subsection 2.1 above. Additionally, Company shall pay to Employee a
monthly sum equivalent to one hundred percent (100%) of the rate of
compensation payable per month to Employee, at the time of Employee's
termination, pursuant to subsection 2.1 above ("Termination Pay"), for
each month or pro rata portion of each month, from September 1, 2006
to the earlier to occur of the following dates: (a) August 31, 2007;
or (b) Employee becomes reemployed in any capacity with either Company
or any third party."
4. Section 7.4 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
"In the event the Company decides after expiration of this Agreement
not to renew Employee's employment with the Company and said decision
was made without Cause, the Company shall pay to Employee a monthly
sum equivalent to one hundred percent (100%) of the rate of
compensation payable per month to Employee, at the time of expiration
of this Agreement, pursuant to subsection 2.1 above ("Termination
Pay"), for each month or pro rata portion of each month, from August
31, 2006 to the earlier to occur of the following dates: (a) August
31, 2007; or (b) Employee's reemployment."
5. The parties acknowledge and agree that except for the provisions
contained in this Amendment, the Agreement shall continue in full force and
effect and constitutes the full and complete understanding and agreement of
the parties. In the event of a conflict between the provisions of this
Amendment and the Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed the day and year first above written.
COMPANY: EMPLOYEE:
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PARLEX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
Chairman
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