Employment Agreement - Burke Industries Inc. and Theodore M. Clark
[LOGO] BURKE INDUSTRIES February 4, 2000 Theodore M. Clark 177 Oak Meadow Road Sierra Madre, CA 91024 Dear Ted: This will confirm certain amendments to your Employment Agreement (the "Agreement"), which was made and entered into as of September 16, 1999. The purpose of these amendments, which it is agreed shall be effective retroactively as of November 1, 1999, is to reflect the accelerated pace of the transition pursuant to which you became President of Burke. Any capitalized term used herein shall have the meaning assigned to such term in the Agreement. In Section 1 of the Agreement, the date "November 1, 1999" shall be substituted for the date "January 1, 2000" and the date "October 31, 2001" shall be substituted for the date "December 31, 2000." In Section 2 of the Agreement, the first sentence shall be deleted and the following substituted therefor: "Clark shall be employed as the President of Burke effective as of November 1, 1999, and, in addition, shall assume the duties of Chief Executive Officer of Burke effective February 1, 2000." In Section 4 of the Agreement, the date "November 1, 1999" shall be substituted for the date "January 1, 2000." In Section 10.C. of the Agreement, the date "October 31, 2001" shall be substituted for the date "December 31, 2001." Please acknowledge your acceptance of these amendments by signing both copies of this letter where indicated below, and returning one signed copy to me. The duplicate signed copy should be retained for your records. Your truly, Accepted and Agreed: /s/ George A. Sawyer /s/ Theodore M. Clark ---------------------------------- ------------------------------ George A. Sawyer Theodore M. Clark Chairman of the Board 13767 Freeway Drive, Santa Fe Springs, California 90670 - (562) 926-6556 (800) 221-0923 Fax: (562) 926-3710