EXHIBIT 10.175
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Sixth Amendment to Employment Agreement (the "Amendment") is
entered into as of June 4, 1999 by and between CATALINA LIGHTING, INC., a
Florida corporation (the "Company") and Robert Hersh (the "Employee").
RECITALS:
A. The Company and the Employee entered into an Employment Agreement,
dated October 1, 1989, which was subsequently amended by addendum dated May 7,
1990 and amendments dated August 27, 1990, April 8, 1991, June 10, 1992, October
1, 1993 and October 1 1994 pursuant to which the Employee has been employed as
Executive Vice President of the Company (collectively, the "Agreement").
B. The Company and the Employee wish to enter into this Sixth Amendment
in order to further amend the terms of the Agreement.
NOW, THEREFORE, each of the parties agrees as follows:
1. Section 5.1(b) of the Agreement is deleted in its entirety and shall
be replaced by the following Section 5.1(b):
5.1(b) "COMPENSATION" shall mean payment to which Employee is
entitled under the provisions of Section 3.1, 3.2 (payment
under Section 3.2 shall be based upon the Pre-Tax Profits of
the four quarter period immediately preceding the quarter in
which the Employee is terminated) and an amount equal to
annual benefits which the Company has provided to Employee
pursuant to Article 4, including but not limited to payments
for medical, life and disability insurance, and automobile
rental and expenses.
2. In consideration for the Employee's agreement to modify the
bonus structure under this Agreement in the future and on
mutually agreeable terms between the Company
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and the Employee commencing October 1, 1999, Article 2 of the
Agreement is deleted in its entirety and replaced by the
following sections constituting Article 2;
2.1 NUMBER OF YEARS. Subject to the provisions of Article
5 below, the term of this Agreement shall be for the
period commencing October 1, 1991 and shall terminate
as provided below (the "Term"). The Term shall be a
continuous three year period running such that on
each "Anniversary Date", as defined below, one
additional year automatically shall be added. On any
Anniversary Date either party may provide written
notice to the other party of that party's intention
not to extend the Term of this Agreement beyond the
number of years then remaining in the Term, which
number shall always be three. Such written notice
shall be deemed the notice to terminate this
Agreement at the end of the three year term then in
effect. The "Anniversary Date", as used herein, shall
be the first day of the second year of the Term and
the first day of each subsequent year, including each
year beyond the first three years of the Term. It is
the intention of the parties that the Term as of each
Anniversary Date automatically shall be three years,
that three years written notice shall be required to
terminate this Agreement, except as otherwise
provided in Article 5 below, and that said written
notice to terminate may only be given on an
Anniversary Date.
2.2 SEVERANCE. The Company has provided written notice to
the Employee of its intention not to extend the Term
of the Employee's Employment Agreement beyond the
number of years then remaining in the Term. In the
event that the Employee's employment is not
terminated pursuant to any other section of this
Agreement, then Employee shall be entitled to a
severance payment, at the end of the Term, and the
provisions of Article 6 of the Agreement shall apply.
2.3 PAYMENT OF SEVERANCE. Such severance payment shall be
an amount equal to two times his base annual salary
and benefits including but not limited to payments
for life, medical and disability insurance and
automobile rental and expenses for the final year in
the Term and shall be made during the final thirty
(30) days of the Term.
3. Articles 6.1(a) and 6.1(b) of the Agreement is deleted in its
entirety and replaced by the following section constituting
Articles 6.1 (a) and 6.1(b):
6.1(a) He shall not at any time, directly or indirectly, for
himself or any other person, firm, corporation, partnership,
association or other entity which competes in any manner with
the Company or any of its subsidiaries or affiliates in the
United States of America or its territories or possessions
(collectively, the "Territory"), attempt to
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employ, employ or enter into any contractual arrangement for
employment with, any employee or former employee of the
Company or any of its subsidiaries or affiliates, unless such
former employee shall not have been employed by the Company of
any of its subsidiaries or affiliates for a period of at least
two years.
6.1(b) He shall not, during the term of this Agreement, and
for a period of two years from and after the date of
termination of this Agreement, directly or indirectly, (I)
acquire or own in any manner any interest in, or loan any
amount to, any person, firm, partnership, corporation,
association or other entity which competes in any manner with
the Company or any of its subsidiaries or affiliates in the
Territory, (ii) be employed by or serve as an employee, agent,
officer, director of, or as a consultant to, any person, firm,
partnership, corporation, association or other entity, other
than the Company and its subsidiaries and affiliates, which
competes in any manner with any of the Company or its
subsidiaries or affiliates in the Territory, or (iii) compete
in any manner with the Company or its subsidiaries or
affiliates in the Territory. The foregoing provisions of this
Section 6.1(b) shall not prevent the Employee from acquiring
or owning not more than five percent (5%) of the equity
securities of any entity whose securities are listed for
trading on a national securities exchange or are regularly
traded in the over-the-counter securities market.
3. Except as modified by this Sixth Amendment, the Agreement as
modified by the addendum and all prior amendments shall remain unaffected by
this Amendment and shall remain in full force and effect. All references to the
Agreement shall be deemed to refer to the Agreement as modified by the addendum
and the First, Second, Third, Fourth, Fifth and this Sixth Amendment.
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Each of the Company and the Employee has executed and delivered this
Amendment as of the date first written above.
THE COMPANY:
Catalina Lighting, Inc., a Florida corporation
By:________________________________________
Ryan Burrow, Director
THE EMPLOYEE:
___________________________________________
Robert Hersh
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