Exhibit 10.06(a)
THIS AMENDMENT NO. 1, made and entered into as of the
day of
March, 1995, by and between PARK ELECTROCHEMICAL CORP., a
New
York corporation (hereinafter called the "Company"), having
an office at 5 Dakota Drive, Lake Success, New York 11042,
and JERRY SHORE (hereinafter called "Shore"), residing at
Lighthouse Road, Sands Point, Long Island, New York (this
"Amendment").
WITNESSETH:
WHEREAS, the Company and Shore have previously
executed and delivered an Amended and Restated Employment
Agreement, dated as of February 28, 1994 (the "Original
Agreement"), relating to the employment of Shore by the
Company; and
WHEREAS, the Company and Shore wish to modify
certain of the terms and conditions of the Original
Agreement as hereinafter set forth;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Additional Payment. In addition to all
other amounts payable by the Company to Shore (or his legal
representative or the executor or administrator of Shore's
estate) pursuant to the Original Agreement, the Company
shall pay to Shore on
the Payment Date (as hereinafter defined) an amount equal to
$264,289, plus an amount equal to interest accruing thereon
at the Prime Rate (as hereinafter defined) from time to
time, compounded monthly, from September 1, 1994 to the
Payment Date. The Company and Shore acknowledge and agree
that the payment to be made
by the Company to Shore pursuant to this Section is an
unsecured obligation of the Company, that Shore is only a
general creditor of the Company in that respect and that the
amounts due from the Company are assets of the Company until
paid to Shore
which are available to satisfy the claims of the Company's
creditors generally.
As used in this Amendment, the following terms
shall have the following meanings:
(a) "Payment Date" shall mean the
earliest of (1) the date which is 30 days after the
effective date of Shore's retirement from full-time
employment with the Company, (2) the date which is 30 days
after the date of Shore's death or (3) the date which is 30
days after the date of Shore's "disability" (as defined in
the Original Agreement).
(b) "Prime Rate" shall mean the rate of
interest announced from time to time by Bankers Trust
Company as its "prime rate", with each change therein to be
effective hereunder at the time such change is effective for
Bankers Trust Company.
-1-
2. Additional Compensation.
(a) Section 4(b) of the Original Agreement shall
be amended to read as follows:
11(b) As additional compensation, the Company
shall pay Shore an amount ("additional compensation") equal
to four percent (4%) of the amount by which After-Tax Net
Earnings (as defined below) of the Company for any Fiscal
Year (commencing with the Fiscal Year beginning February 28,
1994) exceeds $7,500,000; provided, however, that in no
event shall the additional compensation in respect of any
Fiscal Year exceed $350,000.11
(b) Section 4(c) of the Original Agreement
shall be amended by deleting Section 4(c)(ii) and
redesignating Sections 4(c)(iii) and 4(c)(iv) as Sections
4(c)(ii) and 4(c)(iii), respectively.
3. Additional Amendment. Section 4(i) of the
Original Agreement is hereby amended to change the reference
therein to section 415 of the Internal Revenue Code of 1986,
as amended (the "Code"), to be a reference to sections 401
and 415 of the Code.
4. Entire Agreement. This Amendment and the
Original Agreement together constitute the entire agreement
between the parties with respect to the subject matter
hereof, and may not be modified or amended except by an
instrument in writing signed by the parties hereto.
5. Successors and Assigns. This Amendment and
all of its terms and conditions shall be binding upon, and
shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives and successors. This
Amendment is personal and shall not be assignable by Shore
or the Company except that, in the
event of any consolidation with or merger into any other
corporation by the Company or the sale or distribution of
all or a substantial part of the assets of the Company to
another corporation, the surviving or acquiring corporation
shall assume this Amendment and become obligated to perform
all of the terms and conditions hereof and Shore's
obligations hereunder shall continue in favor of such
corporation.
6. Notices. All notices and other
communications required or permitted to be given hereunder
shall be given in accordance with Section 14 of the Original
Agreement.
7. No Waiver. No waiver of any breach or
default hereunder shall be considered valid unless in
writing and signed by the party giving such waiver, and no
such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.
8. Governing Law. This Amendment shall in all
respects be construed and enforced in accordance with, and
governed by, the laws of the State of New York which would
be applicable to contracts made and to be performed in New
York.
IN WITNESS WHEREOF, the parties hereunto have duly
executed this Amendment as of the date first above written.
PARK ELECTROCHEMICAL CORP.
By: /s/Brian E. Shore
Title: Executive Vice President
By: /s/Jerry Shore
Title: President
APPROVED:
EXECUTIVE COMPENSATION COMMITTEE
_______________________
Lloyd Frank
_______________________
Norman Schneider
_______________________
Anthony Chiesa
[Exhibi-02-10.06a]bd