Exhibit 10.12
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(Vitronics Letterhead)
As of March 21, 1995
Mr. James J. Manfield, Jr.
27 North Shore Road
Hampton, New Hampshire 03842
Re: Renewal and Modification of Employment Agreement dated
March 2, 1992
Dear Mr. Manfield:
Reference is made to that certain Employment Agreement dated
as of March 2, 1992 by and between the undersigned, Vitronics
Corporation (the "Company"), and you pursuant to which the
Company employed you to serve, on a full-time basis, as the Chief
Executive Officer of the Company, a copy of which is attached
hereto and incorporated herein by reference (the "Agreement").
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
Pursuant to Paragraph 2 of the Agreement, subject to earlier
termination, the Employment Period was for an initial 24 month
period and continuing thereafter on a quarterly basis. The
Company now desires to amend the Agreement to, among other
things, extend the term thereof for an additional period of one
year commencing effective January 1, 1995 through December 31,
1995, which period shall automatically renew for additional one
year periods unless ninety (90) days' prior written notice is
given prior to the expiration of an annual extension period of
the Company's intention not to renew the Agreement.
Accordingly, the Company hereby agrees with you as follows:
1. That the base salary payable to you pursuant to Section
3.1 of the Agreement shall be S140,000 annually, effective as of
January 1, 1995. Your salary shall be adjusted by the Board of
Directors effective January 1 of each renewal period, if
applicable.
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Forbes Road, Newmarket Industrial Park, Newmarket, New Hampshire 03857
Telephone: (603) 659-6550 Fax: (603) 659-7194
Mr. James J. Manfield, Jr.
As of March 21, 1995
Page Two
2. That Paragraph 2 entitled "Employment Period" shall be
deleted in its entirety and the following shall be substituted
therefor:
"2. Employment Period. The Employment Period shall
commence as of January 1, 1995 and shall terminate
on December 31, 1995, unless terminated earlier
pursuant to Sections 3.6, 4 or 5 hereof, provided,
however, that the Employment Period shall
automatically renew for additional one year periods
thereafter unless the Company shall provide the
Employee with not less than ninety (90) days' prior
written notice of its intention not to renew prior
to the expiration of the initial Employment Period
or any annual extension thereof. In the event that
the Company shall not renew this Agreement as
provided in the preceding sentence, the Company
shall continue to pay the Employee's salary, at his
then current rate, for a twelve (12) month period
following termination."
3. That Sub-paragraphs 3.7.1 and 3.7.2 of the Agreement
shall be deleted in their entirety and the following shall be
substituted therefor:
"3.7.1 Termination By Company. In the event the
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Company terminates this Agreement pursuant to Sections 3.6 or 5,
the Company shall continue to pay Employee his Salary, at his
then current rate, for (a) a twelve (12) month period after
termination if termination shall occur prior to a Change in
Control or an Approved Change in Control or subsequent to an
Approved Change in Control (both as hereinafter defined), or (b)
a twenty-four (24) month period after termination if termination
shall occur after a Change in Control. The Company shall also
provide the Employee with executive outplacement assistance if
his employment is terminated pursuant to Section 5.
3.7.2 Termination By Employee For "Good Reason".
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(a) After a Change in Control and provided Employee has
Good Reason (as hereinafter defined), Employee may terminate his
employment hereunder upon fifteen (15) days written notice to the
Company and the Company shall continue to pay Employee his same
Salary, at his then current rate, for a twenty-four (24) month
period.
Mr. James J. Manfield, Jr.
As of March 21, 1995
Page Three
(b) After an Approved Change in Control and provided
Employee has Good Reason, Employee may terminate his employment
hereunder upon fifteen (15) days written notice to the Company
and the Company shall continue to pay Employee his Salary, at his
then current rate, for a six (6) month period and thereafter for
up to a maximum of six (6) additional months, unless the Employee
shall become employed during said time, at which time such
payments shall cease.
4. Except as modified hereby, the Agreement shall remain in
full force and effect and is hereby ratified, confirmed and
approved in all respects.
5. This Agreement constitutes the entire agreement between
the us with respect to the subject matter hereof and may not be
modified except in writing signed by each of us.
6. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
VITRONICS CORPORATION
By: /s/ James J. Manfield, Jr.
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Title: Chairman CEO
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Agreed to and accepted:
/s/ James J. Manfield, Jr.
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James J. Manfield, Jr.
Dated: 7/14/95
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