1
EXHIBIT 10.31
AGREEMENT OF AMENDMENT
This Agreement of Amendment (this "Amendment") is made this 22nd day of
June, 2000, between UNOVA, Inc., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxx (the "Executive").
WHEREAS, the Company has previously executed and delivered a letter (the
"Employment Offer") dated June 16, 1999, setting forth an offer to employ the
Executive and outlining certain terms and conditions of the Executive's proposed
employment, and the Executive agreed to accept employment in accordance with the
Employment Offer;
WHEREAS, the Executive commenced employment with the Company as its
President and Chief Operating Officer on August 2, 1999; and
WHEREAS, the Executive and the Company desire to amend the Employment
Offer in the manner set forth herein;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive hereby agree as follows:
1. The section of the Employment Offer following the caption "SPECIAL
SEVERANCE BENEFITS" is hereby amended so that such section shall read in its
entirety as follows:
SPECIAL SEVERANCE BENEFITS: It is contemplated that after you have
served for a period of time as President and Chief Operating Officer of
UNOVA, you shall become Chief Executive Officer of UNOVA. If for any
reason, except a termination for cause, you do not become designated the
Chief Executive Officer of UNOVA on or before March 1, 2001, then either
you or the Company, upon written notice given to the other party during
the period from March 1, 2001, to and including March 31, 2001, shall
have the option to terminate your employment with UNOVA. In the event
this option to terminate your employment is exercised by either party,
you shall receive the following benefits on the date of termination of
your employment.
1. The Restricted Stock awarded to you, as a replacement for the
unvested FMC Restricted Stock, shall be immediately vested.
However, the Company, in lieu thereof, reserves the right to pay
you in cash an amount equal to the fair market value of the
Company's Restricted Stock which you hold on the date such stock
becomes vested.
1
2
2. A further cash payment equal to $2,500,000.00.
In return for these additional benefits, prior to termination of
your employment (if effected by the Company), you shall furnish
the Company a waiver, in form and substance satisfactory to the
Company, of all claims against the Company which you have or may
have as a result of such termination of employment with the
Company.
If you are elected, appointed, or otherwise designated as the
Chief Executive Officer of the Company on or prior to March 1,
2001 (regardless of whether or not you choose to accept the
position of Chief Executive Officer), these special termination
benefits will not be provided to you and shall be of no further
force or effect.
2. Except as specifically amended hereby, each and every term of the
Employment Offer is hereby ratified and confirmed and shall remain in full force
and effect.
3. This Amendment shall be deemed effective for all purposes on and as
of the date hereof.
IN WITNESS WHEREOF, this Agreement is executed by the Executive and the
Company acting through its duly authorized officer as of the day and year first
herein written.
UNOVA, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
2
