Exhibit 10.1
Amendment No. 1
to the
Employment Agreement
between
X-Rite, Incorporated and Michael C. Ferrara
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This Amendment No. 1 is entered into this third day of October, 2005, to amend
certain provisions of the Employment Agreement, dated September 30, 2003 (the
"Employment Agreement"), between X-Rite, Incorporated ("X-Rite") and Michael C.
Ferrara ("Executive"). Except as expressly provided in this Amendment, the
Employment Agreement remains unchanged and in full force and effect.
X-Rite and Executive hereby agree that the Employment Agreement is amended as
follows:
1. Section 2 of the Employment Agreement is amended to read in its entirety as
follows:
2. Term of Agreement. The "initial term" of this Agreement shall
commence September 30, 2003, and extend through December 31, 2007. The term
of this Agreement shall be, without further action, extended for a one-year
period commencing on January 1, 2008 and extending through December 31,
2008. The term of this Agreement may be further extended under the terms of
Section 6 of this Agreement, unless terminated pursuant to Section 7 of
this Agreement. For purposes of Section 8.b., Executive's retirement on or
after December 31, 2008 will be retirement with the consent of the Board of
Directors of X-Rite.
2. Section 3(h) of the Employment Agreement is amended to read in its entirety
as follows:
h. Restricted Stock. Executive will be entitled to an award of ten
thousand (10,000) shares on December 31, 2003, and annually on each
anniversary of such date under the X-Rite Second Restricted Stock Plan,
provided that Executive remains in the employ of X-Rite under this
Agreement on such anniversary date. All restricted shares awarded under the
Second Restricted Stock Plan during the initial term of this Agreement
shall vest on December 31, 2006, provided, Executive remains in the employ
of X-Rite on such date, and all restricted shares awarded during any other
year during the term of this Agreement shall vest on the one (1) year
anniversary of the grant of such restricted shares; provided Executive
remains in the employ of X-Rite on the relevant vesting date. All such
restricted shares granted hereunder will be subject to all terms and
conditions of the X-Rite Second Restricted Stock Plan. The Second
Restricted Stock Plan is attached hereto as Exhibit C.
3. Section 3 of the Employment Agreement is amended to add a subsection 3.i.
which reads in its entirety as follows:
i. Financial Planning. Executive will be entitled to reimbursement by
the Company for expenses incurred for financial/retirement planning
services; provided that said amount of the reimbursement will not exceed
$3,000 in 2005 and an additional $5,000 in aggregate thereafter.
4. Section 6 of the Employment Agreement is amended to read in its entirety as
follows:
6. Renewal. At the end of the one-year extension period provided in
Section 2 of this Agreement, the term of this Agreement shall be
automatically extended for up to two (2) periods of one (1) year each
(commencing at the end of the previous one-year extension period) unless
either X-Rite or Executive shall notify the other in writing no later than
ninety (90) days prior to the end of the then current period that it or he
does not choose to extend the term of this Agreement.
5. Section 7(e) of the Employment Agreement is amended to read in its entirety
as follows:
e. Termination by Notice. X-Rite and Executive shall each have the
right to terminate their employment relationship prior to the expiration of
the then current term for reasons other than those provided above in this
Section 7 by giving written notice to the other party specifying the date
of termination. If X-Rite terminates this Agreement pursuant to this
Section 7(e), X-Rite shall have the obligations set forth in Section 8(b).
6. Section 8(d) of the Employment Agreement is amended to read in its entirety
as follows:
d. Description of Severance Pay and Benefits. Severance pay shall be
the monthly severance payments equal to Executive's monthly salary for the
last full month immediately preceding the termination of his employment,
plus one-twelfth (1/12) of Executive's cash bonus for the calendar year
immediately preceding the termination of his employment and medical and
dental benefits shall be as described in Section 3(c), and other benefits
shall be as set forth in Section 8(e)(i)-(iv).
In witness whereof, X-Rite has caused this Amendment to be executed by a duly
authorized corporate officer and Executive has executed this Agreement as of the
date and year first above written.
X-RITE, INCORPORATED
BY: /s/ Michael C. Ferrara BY: /s/ John E. Utley
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Michael C. Ferrara John E. Utley,
Chairman of the Board