FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("Amendment") is entered into
as of October 3, 2001 by and between Xxx X. Xxxxx ("Executive") and Xxxxx &
Xxxxx Company, a Delaware corporation (the "Company"). All capitalized terms
used and not otherwise defined herein shall have the meanings assigned thereto
in the Employment Agreement (as defined below).
WHEREAS an Employment Agreement was entered into between Executive and the
Company dated June 18, 2001 (the "Employment Agreement"; and
WHEREAS Executive and the Company desire to amend the Employment Agreement
and modify certain of its terms.
NOW THEREFORE, in consideration of each party's counter undertakings,
promises and covenants set forth in this Amendment, and for other good and
valuable consideration of the parties hereto, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows.
1. Section 4 of the Employment Agreement is hereby modified by changing the
Base Salary as follows:
a) for the first year of the Period of Contract Employment, the Base
Salary shall be increased from $275,000 to $450,000 retroactive to
June 18, 2001; and
b) for the second year of the Period of Contract Employment, the Base
Salary shall be increased from $302,500 to $500,000; and
c) for the third year of the Period of Contract Employment, the Base
Salary shall be increased from $332,750 to $600,000.
2. Section 5 of the Employment Agreement is hereby modified by (i) increasing
the Sign On Bonus from $27,500 to $50,000; and (ii) increasing the Bonus
Compensation for the period from June 18, 2001 through June 30, 2002 from
$110,000 guaranteed to $225,000 guaranteed; and (iii) increasing the
Targeted bonus annually in each of the second and third years of the Period
of Contract Employment from 40% of Base Salary to 50% of Base Salary with a
maximum of 80% of Base Salary.
3. Section 6 of the Employment Agreement now provides for a grant of an Option
to Executive to purchase one hundred thousand (100,000) shares of the
Common Stock on terms set forth therein. Section 6 of the Employment
Agreement is modified by providing for a second grant to Executive of an
Option, subject to the approval of the Compensation Committee of the Board
and the Board, to purchase an aggregate of one hundred fifty thousand
(150,000) shares of the Common Stock, ("Second Grant") at the end of the
second year of the Period of Contract Employment at an exercise price,
pursuant to the terms of the Plan, equal to the closing price of the Common
Stock on the New York Stock Exchange on the trading day next preceding the
date of grant, based on the achievement of milestones to be determined by
the Chief Executive Officer of the Company, in consultation with Executive,
within three (3) months of the
Executive's commencement of Employment. Except as provided herein in this
Section 3 of this Amendment, all of the terms of Section 6 of the
Employment Agreement that are now applicable to the initial grant to
Executive of an Option to purchase an aggregate of one hundred thousand
(100,000) shares of the Common Stock shall be applicable to the Second
Grant.
4. Except as modified above, all provisions of the Employment Agreement as
amended, shall remain in full force and effect, unmodified.
XXXXX & XXXXX COMPANY
By: /s:/ Xxx X. Xxxxx By: /s:/ Xxxxx X. Xxxxxxxx
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Xxx X. Xxxxx Xxxxx X. Xxxxxxxx
President &
Chief Executive Officer
