EXHIBIT 10.6
FIRST AMENDMENT TO
THE AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
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This agreement is made and entered into as of January 1, 1997 by and
among Xxxx Electronics Corp. ("Xxxx") and Xxxx Electronics Group, Inc.
("Group"); (both Xxxx and Group, collectively called "Employer"), and Xxxxxxx
X. Xxxxxx ("Employee").
W I T N E S S E T H :
WHEREAS, Employer and Employee previously entered into an Amended and
Restated Executive Employment Agreement dated as of February 1, 1996 (the
"Prior Agreement").
WHEREAS, Employer desires to continue to retain the services of Employee
upon the terms set forth herein; and,
WHEREAS, Employee desires to continue to be employed by Employer and both
desire to appropriately memorialize the terms and conditions of such continued
employment.
NOW, THEREFORE, Employee and Employer, in consideration of the
agreements, covenants and conditions herein, hereby agree that this Agreement
replaces and supersedes the Prior Agreement and agree as follows:
I. Section 1(a) entitled Employment and Term is hereby deleted in its
entirity and the following provisions inserted in lieu thereof:
(a) Employment and Term. Employer hereby agrees to employ Employee
(hereinafter referred to as the "Employment") as the President and Chief
Operating Officer of Xxxx (the "Position"), and Employee agrees to be employed
by Employer in such Position, for a period ending on February 28, 2001, unless
terminated earlier as provided herein (the "Employment Period"). In the
event that termination (as hereinafter provided) has not occurred prior to the
last day of the Employment Period, unless either party shall have given
written notice to the contrary at least ninety (90) days prior to the end of
the Employment Period, the Employment Period shall annually renew for one (1)
year periods until terminated.
II. Section 2(a) entitled Salary is hereby deleted in its entirety and
the following is inserted in lieu thereof:
a) Salary. Employer shall pay to Employee during the Employment
Period a salary as basic compensation for the services to be rendered by
Employee hereunder. The initial amount of such salary shall be Four Hundred
Thousand Dollars ($400,000) per annum. Such salary shall be reviewed by the
Board of Directors of Xxxx (the "Board") and may be increased in the Board's
sole discretion but may not be reduced. Such salary shall accrue and be
payable in accordance with the payroll practices of Employer in effect from
time to time. All such payments shall be subject to deduction and withholding
authorized or required by applicable law.
III. Section 2(b) entitled Bonus is hereby deleted in its entirety and
the following provision is inserted in lieu thereof:
(b) Bonus. During the Employment Period, Employee shall be eligible
to receive an annual bonus (payable by the Employer) based upon Xxxx achieving
certain earnings per share objectives based on Xxxx'x consolidated fiscal year
results. This bonus shall be payable in cash incentive awards (and
restrictive stock if certain levels are achieved) to Employee to the extent
that actual consolidated earnings per share results meet or exceed certain
target performance levels which shall be established by the Compensation and
Stock Option Committee (the "Committee") of the Board of Directors in
accordance with the Compensation Policy adopted by the Committee as of the 5th
day of August, 1996, and as amended from time to time. To the extent that
Xxxx attains or exceeds a targeted performance level, Employee is entitled to
receive a cash incentive award (and an award of restrictive stock for
achieving results at or above an exceptional level of earnings per share
performance). Such bonuses are based upon the performance level as
established from time to time by the Committee. However, in addition, an
exceptional earnings per share performance may produce an exceptional short
term incentive pay out at the option of the Committee.
Other than the above deletion and replacement, the Agreement shall remain
in full force and effect and unamended.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
XXXX ELECTRONICS CORP.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx
Senior Vice President
XXXX ELECTRONICS GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx,
Senior Vice President
