AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT No.1 dated as of September 21,
1998 (this "Amendment"), to the Employment and
Consulting Agreement (the "Employment
Agreement") dated as of July 29, 1998 by and
between ATL Ultrasound, Inc. (the "Company")
and ▇▇▇▇▇▇ ▇. Fill (the "Executive"). All
capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms
in the Employment Agreement.
WHEREAS Philips Electronics North America
Corporation, a Delaware Corporation ("Parent"), Philips
Acquisition, Inc., a Washington corporation and a wholly
owned subsidiary of Parent and the Company have entered into
an Agreement and Plan of Merger dated as of July 29, 1998
(the "Merger Agreement");
WHEREAS the Company and the Executive have entered
into the Agreement to take effect as of the effective date of
the consummation of the transactions contemplated by the
Merger Agreement; and
WHEREAS, the Company, Parent and the Executive have
agreed to make certain changes to the Employment Agreement;
NOW, THEREFORE, the Company and the Executive amend
the Employment Agreement as follows:
1. Section 5(a) of the Employment Agreement is
hereby amended by deleting "On or about January 1, 1999,"
from the second sentence thereof and substituting "By no
later than December 31, 1998," therefor.
2. Section 21 of the Employment Agreement is hereby
amended by deleting "$388,125" from the second sentence
thereof and substituting "$785,125" therefor.
3. The Employment Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect as amended hereby.
IN WITNESS WHEREOF, the Company and the Executive
have executed this Amendment as of the date and year first
written above.
ATL Ultrasound, Inc.
by /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial
Officer
/s/ ▇▇▇▇▇▇ ▇. Fill
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▇▇▇▇▇▇ ▇. FILL