SECOND AMENDMENT TO
EMPLOYMENT AND CONSULTING AGREEMENT
This is the Second Amendment to an Employment and Consulting Agreement dated as
of July 10, 1996, and amended as of March 9, 1999 (the "Amended Agreement"),
between ▇▇▇ ▇▇▇▇ Corporation ("Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Dion"). It is
pursuant to a resolution of the Board of Directors of Company adopted on
February 10, 2000.
The Amended Agreement is further amended as follows:
Section 2(b) shall be deleted and replaced in its entirety by the following:
"(b) CONSULTING PERIOD
Dion's status as an "employee" of Company shall end on November 30,
1999, the last day of the Employment Period, unless this Agreement is
terminated previously pursuant to the provisions hereof. If this Agreement
has not been previously terminated, Dion shall become a part-time
consultant to Company on December 1, 1999 and shall continue to serve as a
part-time consultant to Company until November 30, 2001. The period
beginning on December 1, 1999 and ending on November 30, 2001 shall be
referred to as the "Consulting Period". During the Consulting Period, Dion
shall serve as Chairman of the Board of Company if he is elected to the
Board of Directors by the stockholders and is appointed as Chairman by the
directors, in each case pursuant to Company's Bylaws. In such case, Dion
shall perform the duties assigned to the Chairman of the Board by Company's
Bylaws. If he is serving as a member of the Board of Directors during the
Consulting Period ▇▇. ▇▇▇▇ shall receive, in addition to the Consulting Fee
set forth in Section 5, the same fees for Board Meeting and Committee
meeting attendance as other non-employee Board members, $100,000 per year
while serving as Chairman, and no additional fee for service on, or
chairing, committees. Regardless of whether Dion is serving as Chairman of
the Board during the Consulting Period, Dion shall perform such additional
or other duties as may be assigned to him by the Board as long as such
duties are of the type customarily assigned to a retired Chief Executive
Officer acting as a part-time consultant to a comparable corporation. Dion
shall not be required to perform more than 250 hours of consulting services
in either of the 12-month periods (December 1, 1999 to November 30, 2000
and December 1, 2000 to November 30, 2001) included in the Consulting
Period. Should an extraordinary situation require significant unanticipated
time on the part of Dion, the Board will consider additional compensation
related to that situation. The Consulting Period may be extended for an
additional one-year period on such terms and conditions as the parties may
agree to."
The first sentence of Section 5 shall be deleted and the following inserted in
its place:
"Dion shall receive a "Consulting Fee" of $250,000 per year during the
Consulting Period."
This Second Amendment shall be effective as of December 1, 1999. Company shall
promptly forward to Dion any payments which may be due as a result of the
effective date.
Except as set forth in this Second Amendment, the provisions of the Amended
Agreement shall continue in full force and effect.
▇▇▇ ▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Senior Vice President
Date: February 23, 2000
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Date: February 28, 2000