ADDENDUM TO EMPLOYMENT AGREEMENT
ADDENDUM TO EMPLOYMENT AGREEMENT made as of the 1st day of January,
1991, by and between Scangraphics, Inc. (the "Company") and Xxxxxx X. Xxxxxx
(the "Employee").
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement (the "Agreement")
whereby the Company will employ Employee for period of time and upon certain
terms and conditions set forth in the Agreement; and
WHEREAS, while the Agreement states that the Company is a Utah
corporation, the Company has changed its domicile from Utah to Pennsylvania; and
WHEREAS, as a result of certain changes which have been effectuated by
Employee and Company, the parties hereto intending to be legally bound hereby,
agree to amend the Agreement as hereinafter set forth:
1. Paragraph 2(a) of the Agreement shall be amended so that wherever
the words "Chief Executive Officer and President" appear, those words shall be
deleted and the words "Chairman of the Board" shall be placed in their stead.
2. Paragraph 5(b) shall be amended to read as follows:
"5(b) Notwithstanding the provisions of subparagraph (a) above, in
the event at any time during the initial five (5) year term of
this Agreement or any extension thereof, Employee shall be
removed as Chairman of the Board of the Company or shall not
be reelected as Chairman of the Board of the Company, Employee
shall have the right to terminate his employment hereunder at
his convenience and, provided that as of the date of such
removal or failure to reelect, Employee shall not have
breached Agreement, such termination will be considered a
termination by reason of breach of this Agreement by the
Company."
3. Notwithstanding anything to the contrary in the Agreement or in this
Addendum to the Agreement, if the office of President and Chief Executive
Officer of the Company shall become vacant for any reason whatsoever and if the
Company desires for
Employee to occupy such positions for either of them temporarily until a new
Chief Executive Officer and President can be located and hired by the Board of
Directors, Employee will, at this option, and upon request of the Board of
Directors, enter into the offices of Chief Executive Officer and President to
serve along with his office of Chairman of the Board at the please of the Board
of Directors. During such time that Employee is employed as Chief Executive
Officer and President of the Company the Employee shall receive compensation
equal to that received by the Chief Executive Officer and President that he
replaces. Upon the Employee no longer being Chief Executive Officer and
President, his compensation will be reduced to that which is provided for in
this Agreement, except when he acts as Chief Executive Officer and President.
4. In all other ways the Agreement is hereby ratified and confirmed.
5. This Addendum shall be construed under the laws of the Commonwealth
of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed this 29th day of October, 1997.
SCANGRAPHICS, INC.
ATTEST: /s/ Xxxxxxxx X. Xxxxxxxxxx BY: /s/ Xxxxxxxx X. Xxxxxxxxx
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Assistant Secretary Chief Executive Officer
and President
Subject to Approval EMPLOYEE:
Of the Board Of Directors
/s/ Xxxxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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10/29/97 XXXXXX X. XXXXXX
September 16, 1997
