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EXHIBIT 10.6
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is entered into
as of this 28th day of October, 1996, by and between TSX Corporation, a Nevada
corporation (the "Company"), and George L. Fletcher (the "Executive").
WITNESSETH:
WHEREAS, the Executive is currently employed by the Company as Senior
Vice President of the Company; and
WHEREAS, the Company, ANTEC, a Delaware corporation ("ANTEC"), and TSX
Acquisition Corporation, a Nevada corporation ("Merger Sub"), have entered into
a Plan of Merger dated as of October 28, 1996 (the "Merger Agreement")
pursuant to which Merger Sub will be merged into the Company and the Company
shall continue to exist as the surviving corporation (the "Merger"); and
WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated May 1, 1995 (the "Employment Agreement") which provides that in
the event the Executive's employment with the Company is terminated under
certain circumstances following a Change in Control (as defined therein) the
Company shall provide certain benefits to the Executive on terms described in
the Employment Agreement; and
WHEREAS, the Company and the Executive desire to enter into this
Amendment to the Employment Agreement to clarify those Change in Control
payments and to otherwise modify the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Amendment. The Employment Agreement is hereby amended as
follows:
(a) The first paragraph of Section 2 is amended in its entirety to
read:
2. Nature of Executive Services. The Executive
shall have such positions and perform such duties as the
Company shall reasonably determine from time to time to
facilitate the integration of the business of the Company with
the business of ANTEC Corporation following the merger of the
Company and TSX Acquisition Corporation (the "Merger") and to
further sales and marketing. In no event shall the Executive
be required to relocate his principal residence from Tucson,
Arizona.
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(b) Section 3 is amended in its entirety to read:
3. Term. The Term of the Executive's employment
hereunder shall continue until December 31, 1998 (the "Date of
Termination" or "Termination Date"). The term of this
Agreement is hereinafter referred to as the "Employment
Period."
(c) Section 4(b) is deleted.
(d) A new Section 4(c) is added reading:
(c) Stock Options. In connection with grants made in
1998, the Executive will be eligible to receive options to
purchase stock of ANTEC Corporation in the same manner as
other comparable executives of ANTEC and its subsidiaries.
(e) Section 8(f) is deleted and references anywhere in the
Employment Agreement to Section 8(f) are deleted.
(f) All references anywhere in the Employment Agreement to Section
9 are deleted and Section 9 is amended by deleting subsections (a), (b), (c)
(ii), (c)(iii) and (d) and amending the first sentence of subsection (c) prior
to the beginning of paragraph (c) (i) in its entirety to read:
(c) It is acknowledged that upon the Effective Time, the
Executive's duties, titles and offices will be changed by the
amendment of this Agreement on October 28, 1996 (the "Amendment") in a
manner that would entitle Executive to terminate his employment under
this Agreement for Good Reason pursuant to the provisions of this
Agreement as they existed prior to the Amendment and obligate the
Company to provide the benefits provided by paragraphs (i) and (iv)
below. However, Executive has agreed to defer the exercise of that
right until the Termination Date, and the Company has agreed to
provide the benefits provided by paragraphs (i) and (iv) below on the
Termination Date. The payment provided by paragraph (i), which will
be $661,466 if the Effective Time is after January 1, 1997 as
contemplated, will be paid with interest at the annual rate of 7.5%
from the tenth date following the Effective Time until the date of
payment. The parties have agreed that these will be the Company's
obligations as a result of the termination of the employment of the
Executive.
(g) Section 14 is deleted.
(h) Schedule 1 is deleted.
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2. Conditioned on Merger. This Amendment is conditioned upon the
consummation of the Merger. If for any reason the Merger Agreement is
terminated, then this Amendment shall become null and void and have no force or
effect.
3. Applicable Law. The Employment Agreement and this Amendment
shall be construed and interpreted pursuant to the laws of Texas.
4. Entire Agreement. The Employment Agreement and this Amendment
contain the entire agreement between the Company and the Executive and
supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of
the terms of the Employment Agreement or this Amendment shall be binding upon
the parties hereto unless reduced to writing and signed by the Company and the
Executive.
5. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original.
6. Severability. In the event any provision of this Amendment is
held illegal or invalid, the remaining provisions of this Amendment shall not
be affected thereby.
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused the Amendment to be executed in its name on its behalf, all
as of the day and year first above written.
COMPANY:
TSX CORPORATION
By: /s/ William H. Lambert
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Title: Chairman, President and
Chief Executive Officer
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EXECUTIVE:
/s/ George L. Fletcher
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