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SECOND AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amended and Restated Executive Employment Agreement (the
"Amendment") is made and entered into as of this 1st day of November, 1997 by
and among Berg Electronics Corp. ("Berg"); Berg Electronics Group, Inc.; Harbor
Electronics, Inc.; Berg Employment Company; Specialty Connector Company; Socket
Express, Inc.; Berg Technology, Inc.; Berg Holdings U.S., Inc.; Berg
Electronics Korea Ltd.; Berg Electronics B.V.; Berg Electronics Manufacturing
B.V.; Berg Electronics Distributor B.V.; Berg Connector Systems S.L.; Berg
Connector Systems GmbH; Bergtronics, O.y.; Berg Electronics, s.r.l.; Berg
Electronics Canada, Inc.; Berg Electronics Hong Kong Limited; Berg Electronics
Singapore PTE Ltd.; Berg Electronics S.A. (France); CBOS Electronics, A.B.;
Berg Electronics, S.A. (Switzerland); Connector Systems Limited; TVS Berg Ltd.;
Berg Electronics Taiwan Ltd.; Berg Electronics Japan K.K.; Berg Electronics
Engineering, K.K.; Berg Electronics China Ltd.; Berg Electronics Nantong, Ltd.;
Connector Systems (U.S.) Inc.; and Connector Systems Technology, N.V. (all,
including Berg, collectively called "Employer"), and James N. Mills
("Employee") and amends that certain Amended and Restated Executive Employment
Agreement entered into as of February 1, 1996 (the "Agreement") .
WITNESSETH:
WHEREAS, the Agreement was for a period of five (5) years and would
terminate on the 28th day of February, 2001; and,
WHEREAS, the parties wish to extend the term of this Agreement in
accordance with the terms and conditions hereof.
NOW, THEREFORE, Employee and Employer, in consideration of the
agreement, covenants and conditions herein, agree as follows:
A. That Section 1(a) of the Agreement is hereby amended so as to
read as follows:
(a) Employer hereby agrees to employ Employee (hereinafter
referred to as the "Employment") as Chairman of the Board of Berg (the
"Position"), and Employee agrees to be employed by Employer in such
Position for an initial period of five (5) years ending on the 30th
day of October, 2002 (the "Termination Date"), unless terminated
earlier as provided herein (the "Employment Period"). In the event
that a termination has not occurred prior to the Termination Date,
unless either party shall have given written notice to the contrary,
at least 30 days prior to the end of the Employment Period or any
extension thereof, the Employment Period shall automatically renew for
successive one (1) year periods until terminated as provided here or
elsewhere hereinbelow.
B. The parties agree that all other terms and conditions of the
Agreement remain in full force and effect except as otherwise provided in this
Amendment.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
to the Employment Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
BERG ELECTRONICS CORP.
BERG ELECTRONICS GROUP, INC.
HARBOR ELECTRONICS, INC.
BERG EMPLOYMENT COMPANY
SPECIALTY CONNECTOR COMPANY
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SOCKET EXPRESS, INC. James N. Mills
BERG TECHNOLOGY, INC.
BERG HOLDINGS U.S., INC.
BERG ELECTRONICS KOREA LTD.
BERG ELECTRONICS B.V.
BERG ELECTRONICS MANUFACTURING
B.V.
BERG ELECTRONICS DISTRIBUTOR B.V.
BERG CONNECTOR SYSTEMS S.L.
BERG CONNECTOR SYSTEMS GMBH
BERGTRONICS O.Y.
BERG ELECTRONICS S.R.L.
BERG ELECTRONICS CANADA, INC.
BERG ELECTRONICS HONG KONG LIMITED
BERG ELECTRONICS SINGAPORE PTE LTD.
BERG ELECTRONICS S.A. (France)
CBOS ELECTRONICS, A.B.
BERG ELECTRONICS, S.A. (Switzerland)
CONNECTOR SYSTEMS LIMITED TVS BERG
LTD.
BERG ELECTRONICS TAIWAN LTD.
BERG ELECTRONICS JAPAN K.K.
BERG ELECTRONICS ENGINEERING, K.K.
BERG ELECTRONICS CHINA LTD.
BERG ELECTRONICS NANTONG, LTD.
CONNECTOR SYSTEMS (U.S.), INC.
CONNECTOR SYSTEMS TECHNOLOGY,
N.V.
By:
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David M. Sindelar, Senior Vice President
on behalf of all of the above companies
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