AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made
as of September 22, 2000, by and among EVANS & SUTHERLAND COMPUTER CORPORATION,
a Utah corporation (the "Company"), and Thomas Atchison, an individual
("Executive").
RECITALS:
WHEREAS, on July 25, 2000, Company and Executive entered into that
certain Employment Agreement, a copy of which is attached hereto as Annex I (the
"Employment Agreement"); and
WHEREAS, Company and Executive desire to amend the Employment Agreement
as provided in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Company and Executive agree as follows:
1. Definition of "Gross Income." Section 1(n) of the Employment Agreement
is hereby deleted in its entirety and replaced with the following:
"(n) "Gross Income" shall mean the Executive's current calendar year
targeted compensation (base salary plus cash bonus), plus any other
compensation payable to the Executive by the Company for the same
period, whether taxable or non-taxable;
2. Termination Payment. Sections 13(a)-(c) of the Employment Agreement
are hereby deleted in their entirety and replaced with the following:
"(a) If the Executive's employment is terminated as a result of death
or disability, the lump sum Termination Payment payable to the
Executive shall be equal to the Executive's Gross Income. The Company
will pay the full medical, dental and vision premiums for continuation
coverage under COBRA for the Executive and dependents who qualify for
continuation coverage under COBRA for one year following the
Termination Date.
(b) If the Executive's employment is terminated by the Executive for
Good Reason or by the Company for any reason other than death,
disability or Cause, the Termination Payment payable to the Executive
by the Company or an affiliate of the Company shall be equal to the
Executive's Gross Income. The Company will pay the full medical,
dental and vision premiums for continuation coverage under COBRA for
the Executive and dependents who qualify for continuation coverage
under COBRA for one year following the Termination Date.
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(c) If, during a Change of Control Period, the Executive's employment
is terminated by the Executive for Good Reason or by the Company for
any reason other than death, Disability, or Cause, the Termination
Payment payable to the Executive by the Company or an affiliate of the
Company shall be two (2.0) times the Executive's Gross Income. The
Company will pay the full medical, dental and vision premiums for
continuation coverage under COBRA and, after expiration of the COBRA
continuation period, for conversion coverage for the Executive and
dependents who qualify for continuation coverage under COBRA for two
(2) years following the Termination Date."
3. No Other Amendment. Except as expressly amended pursuant to this
Amendment, the terms of the Employment Agreement shall remain in full
force and effect.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the Company Executive have executed and delivered
this Amendment as of the day and year first above written.
EVANS & SUTHERLAND COMPUTER
CORPORATION
a Utah corporation
/s/ James R. Oyler
-----------------------
James R. Oyler
President and CEO
Thomas Atchison
an individual
/s/ Thomas Atchison
-----------------------
Thomas Atchison
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ANNEX I
Employment Agreement
