EXHIBIT 10.37: FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN XXXXXX.XXX
AND XXXXXXX X. XXXXXXXX FIRST AMENDMENT TO CHAMPION
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") to Champion Employment
Agreement dated March 11, 2002 (the "Agreement") is made as of April 22, 2002 by
and between Xxxxxx.xxx, a Delaware Corporation ("the "Company"), and Xxxxxxx X.
Xxxxxxxx ("Executive").
WHEREAS, after the Agreement was executed the Company and the Executive
learned that certain vesting and matching provisions of the Agreement could not
be honored (the "Impediment") ;
WHEREAS, the Company and Executive wish to amend the Agreement as follows
in order to make Champion whole as a result of the Impediment and to in order
clarify his rights with respect to stock options;
NOW, THEREFORE, in consideration of the foregoing, the Agreement is amended
as hereinafter provided:
1. Section 4 (a) Fringe Benefits regarding the 401(k) Plan
The following provisions will apply in the event of Executive's separation
from the Company for any reason before the expiration of his Employment
Agreement:
a. Executive will be reimbursed for the difference between the amount
vested and the actual three (3) year vest amount with respect to the
Company's 401(k) Plan; and
b. Executive will be reimbursed for the difference in what is matched and
the total match due to him, equal to 50% of his contribution but not
exceeding 3% of his annual income each year under the Company's 401(k)
matching plan.
2. Section 3(c) - Stock Options.
The last sentence of Section 3(c) of the Agreement shall be amended to be
and read as follows:
"To the extent of any conflict between this Agreement, on the one hand, and
the Stock Option plan and/or the 1998 Stock Option Plan Incentive Stock
Option Agreement that Participant signs, on the other hand, this Agreement
shall control."
The Company will reimburse Executive for reasonable legal fees incurred in
connection with the negotiation and preparation of this First Amendment and the
Executive's Incentive Stock Option Agreement. Except as otherwise amended by
this First Amendment, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment and have caused this First Amendment to be executed by a duly
authorized person as of the day and year first above written.
