Exhibit 10.21
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Between Parlex Corporation
and
Peter J. Murphy
This First Amendment to Employment Agreement (this "Amendment") is
entered into as of July 21, 2004, by and between Parlex Corporation (the
"Company") and Peter J. Murphy ("Employee") and amends that certain
Employment Agreement by and between the parties hereto dated September 1,
2002 (the "Agreement") as herein provided.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
set forth and as set forth in the Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, each to the other, the parties hereto agree as follows:
1. Section 2.3 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
"(a) If, during the term of the Agreement, a Change of Control (as
defined below) shall occur, then Employee shall have the option,
beginning six (6) months after the Effective Date (as defined below)
of the Change of Control, exercisable by him at any time during the
remainder of the term of the Agreement, upon giving written notice to
the Company (such date, the "Termination Date"), to terminate this
Agreement. In the event the Employee elects to terminate the
Agreement as provided for herein, then Company shall pay to Employee,
beginning 15 days after receipt of written notice from Employee
exercising his rights under this provision, an amount, payable on a
monthly basis, for a period of twelve (12) months from the Termination
Date, equal to one hundred percent (100%) of the rate of compensation
payable per month to Employee, at the time of Employee's termination,
pursuant to subsection 2.1 above, plus an amount equal to the monthly
COBRA payment for the health insurance plan the Employee participates
in, at the time of Employee's termination but shall not be required to
pay to Employee the compensation described in Section 7.3 below. Upon
Employee's termination of this Agreement, he shall also be entitled to
exercise, to the extent they are then exercisable, any stock options
within a period of ninety (90) days following the Termination Date,
but in no event later than the expiration date of any stock option.
For purposes of this Agreement, the "Effective Date" shall mean the
date upon which a Change of Control (as defined below) occurs.
2. Section 2.4 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
If, within seven (7) months following the Effective Date of a
Change of Control or within sixty (60) days prior to the Effective
Date, the Company terminates the Employee's employment hereunder, and
said decision was made without Cause, the Company shall pay to the
Employee in a lump sum, an amount equal to twenty four (24) months of
compensation at the rate of compensation payable per month to
Employee, at the time of Employee's termination, pursuant to
subsection 2.1 above plus an amount equal to twenty four (24) months
of the monthly COBRA payment for the health insurance plan the
Employee participates in, at the time of Employee's termination. The
Employee shall also receive, at the expense of the Company,
professional outplacement services, provided that the Company shall
only be required to bear up to Fifty Thousand Dollars ($50 ,000) for
said services. Additionally, all stock options granted to the
Employee shall be immediately and automatically accelerated and become
fully vested and all unexercised stock options shall be exercisable by
the Employee during the period ending ninety (90) days after the date
of termination by the Company, but in no event later than the
expiration date of any stock option."
3. A new section 2.6 shall be added as follows:
"In the event any conflict arises between the provisions of Section
2.3 and 2.4 above and the provisions of Section 7.3 below, the
provisions of Section 2.3 and 2.4 shall govern and control."
4. Section 7.3 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
"If the Employee's employment is terminated without Cause pursuant to
Section 6.3, the Company shall pay to Employee both (i) the
compensation and benefits otherwise payable to him under Section 2
through the last day of his actual employment by the Company and (ii)
an amount, payable on a monthly basis, through August 31, 2005 equal
to one hundred percent (100%) of the rate of compensation payable per
month to Employee, at the time of Employee's termination, pursuant to
subsection 2.1 above. Additionally, Company shall pay to Employee a
monthly sum equivalent to one hundred percent (100%) of the rate of
compensation payable per month to Employee, at the time of Employee's
termination, pursuant to subsection 2.1 above ("Termination Pay"), for
each month or pro rata portion of each month, from September 1, 2005
to the earlier to occur of the following dates: (a) August 31, 2006;
or (b) Employee becomes reemployed in any capacity with either Company
or any third party."
5. Section 7.4 of the Agreement shall be amended by deleting the
provisions of such section in their entirety and inserting the following:
"In the event the Company decides after expiration of this Agreement
not to renew Employee's employment with the Company and said decision
was made
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without Cause, the Company shall pay to Employee a monthly sum
equivalent to one hundred percent (100%) of the rate of compensation
payable per month to Employee, at the time of expiration of this
Agreement, pursuant to subsection 2.1 above ("Termination Pay"), for
each month or pro rata portion of each month, from August 31, 2005 to
the earlier to occur of the following dates: (a) August 31, 2006; or
(b) Employee's reemployment."
6. The parties acknowledge and agree that except for the provisions
contained in this Amendment, the Agreement shall continue in full force and
effect and constitutes the full and complete understanding and agreement of
the parties. In the event of a conflict between the provisions of this
Amendment and the Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed the day and year first above written.
COMPANY: EMPLOYEE:
PARLEX CORPORATION
By: /s/ Herbert W. Pollack /s/ Peter J. Murphy
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Herbert W. Pollack Peter J. Murphy
Chairman
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