AMENDMENT NO. 1
Amendment No. 1 dated as of September 15, 2004 (this "Amendment") to
the letter agreement dated February 10, 2003 between Mark Koch ("Koch") and Del
Global Technologies Corp. (the "Company"), a copy of which is attached hereto as
Exhibit A (the "Agreement").
WHEREAS, Koch and the Company have previously entered into the
Agreement;
WHEREAS, effective August 25, 2004, the Company has appointed Koch as
its Principal Accounting Officer; and
WHEREAS, the Company and Koch have determined that it is in their best
interests to amend the Agreement as hereinafter set forth and the Company has
duly approved this Amendment and authorized its execution and delivery;
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given to them in the Agreement.
2. The Company and Koch hereby acknowledge and agree that (i) the
appointment of Koch as Principal Accounting Officer of the Company and as a
director of Villa Sistemi Medicali, S.p.A. ("Villa") and (ii) any return by Koch
to the position of Controller of the Company (provided Koch's base salary
remains at least $165,000 per annum and his bonus target remains at 20%) or any
resignation by, or removal of, Koch as a director of Villa or any failure of
Koch to be re-elected as a director of Villa shall not be deemed a substantial
change in Koch's duties, functions, responsibilities or authorities for purposes
of paragraph 7 of the Agreement.
3. This Amendment shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
5. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
set forth above.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Walter F. Schneider
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Name: Walter F. Schneider
Title: President and Chief
Executive Officer
/s/ Mark Koch
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Mark Koch
