EXHIBIT 10.74
Xxxxxxx Technology Company, Inc.
0 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Tel: 000 000-0000
Fax: 000 000-0000
November 14, 2005
Xx. Xxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxx 0
00000 Xxxxxx
Xxxxxxx
Dear Xx. Xxxxxxxxxx:
Pursuant to Paragraph 17 of our agreement dated August 17, 2005 which was
effective as of July 1, 2005 (the "Agreement") which sets forth the terms of
your employment with Xxxxxxx Technology Company, Inc. (the "Company"), the
Agreement is hereby amended, effective November 14, 2005, as follows:
1. Paragraph 2B of the Agreement is amended by deleting "subject to
approval by the Compensation Committee of the Board of Directors" and inserting
in its place "subject to approval by the Board of Directors."
2. Paragraph 2D of the Agreement is amended by deleting Paragraph 2D in
its entirety and inserting in its place a new Paragraph 2D as follows:
D. Supplemental Retirement Benefit. You shall be paid, at such times
as are set forth in this Agreement, retirement compensation based upon an
amount equal to thirty percent (30%) of your Final Average Pay (the
"Supplemental Retirement Benefit"). For purposes of this Agreement, the
term "Final Average Pay" shall mean an amount equal to
(i) the total of (a) the sum of the base salary paid to you with respect
to each of the two (2) fiscal years ending immediately preceding the
fiscal year in which you separated from the Company, plus (b) the base
salary payable to you at the time that you separated from the Company
(annualized to twelve (12) months), (ii) divided by three (3). Thirty
(30%) percent of your Final Average Pay, when calculated, shall be
restated to a monthly amount by dividing such amount by twelve (12) (the
"Monthly Amount"), and the Monthly Amount shall be paid monthly, to you or
your estate, as the case may be, beginning on the day set forth in this
Agreement, for a period of one hundred eighty (180) months. In this
regard, if you die after the date on which you first become entitled to
payment of the Supplemental Retirement Benefit, whether or not the first
payment of the Monthly Amount has been paid, and prior to the payment of
the Monthly Amount, for one hundred eighty (180) months, the Monthly
Amount shall be paid monthly for the balance of such one hundred eighty
(180) month period to the beneficiary or beneficiaries designated by you
in writing to the Company, or, if none are designated, to your estate. As
of November 1, 2005 the amount of your Supplemental Retirement Benefit has
vested to the extent of eighty percent (80%). The Supplemental Retirement
Benefit will continue to vest assuming you are then employed by the
Company, as follows: as of November 1, 2006 it shall be vested to the
extent of one hundred percent (100%) so that as of the latter date the
full amount of the Supplemental Retirement Benefit shall be due and
payable to you in the instances as set forth elsewhere in this Agreement.
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As so amended by this letter agreement, the Agreement shall remain in
full force and effect.
Very truly yours,
AGREED TO AND ACCEPTED: XXXXXXX TECHNOLOGY COMPANY, INC.
By: /s/ Xxxx Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
---------------------------- ----------------------------------
Xxxx Xxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxxx
Its Chairman and Chief Executive
Officer Duly Authorized
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