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EXHIBIT 10.35
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amendment dated as of January 1, 2001 to Amended and Restated Employment
Agreement dated as of July l, 1999 between BRIGHTPOINT, INC., a Delaware
corporation (the "Employer" or the "Company"), and Xxxxxxx X. Xxxxxxxx (the
"Employee").
WHEREAS, the Employer and the Employee have entered into an amended and
restated employment agreement dated as of July 1, 1999 (the "Employment
Agreement");
WHEREAS, Employer and Employee wish to amend certain sections of the
Employment Agreement as provided below to reflect the increased base salary of
the Employee as recently approved by the Company;
NOW, THEREFORE, the Employer and Employee hereby amend sections III.A and
IX(d)(ii)(A) of the Employment Agreement to provide as follows:
III. Compensation.
"A. During the term of this Agreement, the Employer shall pay
the Employee a salary (the "Salary") at a rate of $290,000 per annum in respect
of each Employment Year, payable in equal installments bi-weekly, or at such
other times as may mutually be agreed upon between the Employer and the
Employee. Such Salary may be increased from time to time at the discretion of
the Board."
IX. Compensation Upon Termination or During Disability.
(d) . . .
"(ii) for periods subsequent to the Date of Termination (in
lieu of any further payments pursuant to Section 3 of this Agreement), Severance
Pay (as hereinafter defined), payable on the first day following the Date of
Termination, as follows:
(A) if the Employee, without Good Reason,
terminates his employment at any time within twelve months after a Change of
Control (provided that if the Change of Control is pursuant to Section 6.4.2(b)
of this Agreement, it is ascertainable on the date of such Termination that such
Change of Control has occurred), or if, prior to and not as a result of a Change
of Control, the Employee's employment is terminated either by the Employee for
Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3
hereof, a lump sum amount equal to the highest of (a) $870,000 or (b) total
compensation (including the value of all perquisites, such as health and life
insurance and car allowance, etc.) received or earned by the Employee from the
Employer during the twelve months prior to the Termination Date, multiplied by
three (3), or"
Except as provided above all other provisions of the Employment Agreement shall
remain
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unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
BRIGHTPOINT, INC.
By: /s/ J. Xxxx Xxxxxx
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Name: J. Xxxx Xxxxxx
Title: President and COO
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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