Exhibit 10(a)
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amendment ("Amendment") dated as of August 31, 2000 to the Amended and
Restated Employment Agreement ("Employment Agreement"), entered into as of
January 1, 1998, by and between Merrimac Industries, Inc. ("Company") and Mason
N. Carter ("Executive").
WHEREAS, the Company and the Executive entered into the Employment
Agreement; and
WHEREAS, the Board of Directors of the Company and the Executive agree to
amend the Employment Agreement as set forth herein;
NOW, THEREFOR, in consideration of the premises set forth herein, the
mutuality and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 2 of the Employment Agreement is hereby amended and restated by
deleting the phrase "this Agreement will commence on the date hereof and will
end on December 31, 2002 (the "Initial Term"), and will automatically renew for
successive twelve month periods commencing January 1, 2003" and replacing with
the following:
"this Agreement will commence on the date hereof and will end on December
31, 2007 (the 'Initial Term'), and will automatically renew for successive
twelve month periods commencing January 1, 2008."
2. Section 5 of the Employment Agreement is hereby amended by adding a new
Section 5(g) to the end of existing Section 5(f) as follows:
"5(g) Provided the Executive's employment with the Company has not
terminated for Cause or by resignation, on the 31st day of August of each of
2001, 2002, 2003, 2004 and 2005 ('Bonus Date'), the Executive shall be entitled
to receive, on each Bonus Date, a special bonus ('Special Bonus') which shall be
payable in the form of forgiveness of a portion of the principal of and the
interest on the Promissory Note (the 'Note'), dated August 31, 2000, executed by
the Executive to the order of the Company, the form of which is attached hereto
as Appendix A. Each annual Special Bonus shall be in the sum of (i) $56,000 plus
(ii) an amount equal to the accrued and unpaid interest on the Note during the
twelve month period ending on the Bonus Date. Notwithstanding the foregoing, in
the event the Executive's employment shall terminate by reason of death, his
personal representative may elect to accelerate the forgiveness of the Note into
a single lump sum and if by reason of disability each Special Bonus shall
continue to be payable on the dates set forth above. It shall be a condition to
the payment of each Special Bonus that the Executive or his personal
representative shall deliver a good check in the amount of any withholding taxes
due in respect thereof."
3. Capitalized terms not otherwise defined in this Amendment shall have the
meanings indicated in the Employment Agreement.
4. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
5. This Amendment shall be effective as of the date hereof, and, except as
amended hereby, all of the terms and provisions of the Employment Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
MERRIMAC INDUSTRIES, INC.
By: /s/ Robert V. Condon
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Name: Robert V. Condon
Title: Vice President, Finance
/s/ Mason N. Carter
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Mason N. Carter
<PAGE>
Appendix A
PROMISSORY NOTE
U.S. $280,000 West Caldwell, New Jersey
August 31, 2000
FOR VALUE RECEIVED, MASON N. CARTER ("Payor"), hereby unconditionally
promises to pay, in accordance with the terms of this promissory note (as the
same may be amended from time to time, this "Promissory Note"), to the order of
MERRIMAC INDUSTRIES, INC., a New Jersey corporation, or its successors and
assigns ("Note Holder"), in lawful money of the United States of America in
immediately available funds, on August 31, 2005 and in such account, at such
place, or to such party as Note Holder may designate in writing, the principal
amount of Two Hundred Eighty Thousand Dollars (U.S. $280,000). Payor also
unconditionally promises to pay interest annually in arrears (as specified
below) on the unpaid principal amount of this Promissory Note outstanding from
time to time at a variable rate equal to the rate announced publicly from time
to time during such period by Note Holder's primary lending bank (currently,
Summit Bancorp) as its prime rate (with changes in the interest rate hereon
being effective on the date of each announced change in such prime rate.
Interest on the unpaid principal amount of this Promissory Note outstanding
from time to time shall accrue from the date hereof and shall be paid annually
in arrears on the 31st day of August of each of 2001, 2002, 2003, 2004 and 2005.
Payor may, at his option, prepay all or, from time to time, any part of the
unpaid principal balance of this Promissory Note, together with interest accrued
thereon, without payment of any premium or penalty.
Payor hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Promissory Note.
If Payor's employment with Note Holder is terminated by reason of cause (as
defined in the Amended and Restated Employment Agreement, dated January 1, 1998,
between Payor and Note Holder) or resignation, then Note Holder, at its option,
by written notice to Payor may declare the entire principal amount of this
Promissory Note to be due and payable, together with accrued interest thereon,
without other notice, demand, presentment or protest, all of which are hereby
waived by Payor.
Payor shall not assign this Promissory Note or his obligations hereunder
without the prior written consent of Note Holder. This Promissory Note shall be
binding upon Payor and his permitted assigns and shall inure to the benefit of
Note Holder and its successors and assigns.
This Promissory Note has been executed and delivered in the State of New
Jersey and shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New Jersey without giving effect to any
conflicts of laws provisions of such State. Payor hereby expressly and
irrevocably agrees and consents that any suit, action, or proceeding arising out
of or relating to this Promissory Note may be instituted in any State.
/s/ Mason N. Carter
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Mason N. Carter
