FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT OT EMPLOYMENT AGREEMENT (the "Amendment") dated as
of September 3, 2002 and between UNITED ROAD SERVICES, INC., a Delaware
corporation (the "Company") and Xxxxxx X. Xxxxxxxx XX (the "Executive").
WITNESSETH:
WHEREAS, the Company has employed the executive pursuant to an
Employment Agreement dated July 20, 2000, by and between the Company and the
executive (the "Original Agreement" and together with this Amendment, the
"Agreement"); and
WHEREAS, the Company desires to continue to employ the Executive
pursuant to the terms of the Original Agreement as amended by this Amendment;
and.
WHEREAS, the Executive desires to accept such continued employment
pursuant to the terms of the Original Agreement as amended by this Amendment.
NOW THEREFORE, in consideration of the premises, as well as for other
good and valuable consideration, (the receipt and sufficiency of which is hereby
acknowledged), the parties hereby agree as follows:
1. Section 1 of the Original Agreement is hereby amended and restated in
its entirety to read and provide as follows:
"1. Term of Employment. Subject to the provisions of Section 9 of
the Agreement, the Executive shall continue to be employed by
the Company pursuant to the terms and conditions of the
Agreement for a period commencing upon the consummation of the
transaction (the "Closing date") contemplated by the United Road
Services, Inc. Shares of Series A Participating Convertible
Preferred Stock Purchase Agreement dated as of April 14, 2000
(the "KPS Transaction"), and ending on July 31, 2004 (the
"Employment Term").
2. Section 3 of the Original Agreement is hereby amended and restated in
its entirety to read and provide as follows:
"3. Base Salary. During the Employment Term, the Company shall pay
the Executive a base salary (the "Base Salary") in regular
installments in accordance with the Company's usual payroll
practices. At the time the Original Agreement was executed the
Base Salary was paid at an annual rate of $160,000. As of the
date of the Amendment, the Base Salary have been increased in
accordance with the terms of the Original Agreement and is being
paid at an annual rate of $185,000. On a least an annual basis,
the Compensation Committee of the Board (the "Compensation
Committee") will review the Executive's performance and may
increase the Base Salary if, in its discretion, any such
increase is warranted. The Company may also
pay the Executive such bonuses and other incentive compensation
including, without limitation, stock options, as may be
determined from time to time to be appropriate by the Board or
the Compensation Committee".
3. The first sentence of Section 9(c) of the Original Agreement is hereby
amended and restated in its entirety to read and provide as follows:
The Employment Term and Executive's employment hereunder may be
terminated by the Executive for Good Reason upon Notice of Termination
(as defined below) to the Company (provided, however, and
notwithstanding anything in this Section 9(c) to contrary, if the Good
reason is the occurrence of a "Change of Control" (as defined below),
the Employment Term and Executive's employment hereunder may be
terminated by the Executive for Good Reason only during the "Change of
Control Exercise Period" (as defined below)).
4. Section 9(e)(i)(B)(1) of the Original Agreement is hereby amended and
restated in its entirety to read and provide as follows:
"a material reduction in the assignment of the Executive's duties,
responsibilities, or status without the Executive's consent (provided,
however, that following a Change of Control (as defined herein), and
without the Executive's consent, the Company may change the Executive's
title to senior Vice President of Towing and Recovery and modify his
duties and responsibilities to those that are appropriate to such
position and commensurate with the duties of other Senior Vice
Presidents of the Company);".
5. The second paragraph of Section 9(e)(ii) of the Original Agreement is
hereby amended and restated in its entirety to read and provide as follows:
"Notwithstanding anything in this Section 9(e) to the contrary, if while
the Executive is employed by the Company, a Change of Control (as
defined herein) occurs, the Executive may, in his sole discretion, but
only during the period commencing on the first anniversary of the
effective date of such Change of Control and ending on that date that is
ninety (90) days thereafter (the "Change of Control Exercise Period"),
give notice to the Company that he intends to elect to exercise his
rights to terminate his employment for Good Reason and receive the
payments provided in Section 9 (e)(iii) (the "Notice of Intension"). In
the event that the Executive elects not to exercise such rights, or
otherwise fails to exercise such rights, during the Change of Control
Notice Period, the Executive's employment with the Company shall
continue for the balance of the Employment Term. In the event that the
executive does elect to exercise such rights during the Change of
Control Notice Period, the Executive's employment with the Company shall
terminate effective as of the date upon which the Notice of Intention is
received by the Company."
6. The second sentence of Section 9(e)(iii) of the Original Agreement is
hereby amended and restated in its entirety to read and provide as follows:
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"In addition, the Executive shall (I) continue to receive his base
Salary as in effect as of the date of such termination through that date
that is one year following the date of such termination and (II)
continue to participate in any and all employee plans or programs or
other employee benefits provided by Section 7 hereof to the extent
permitted under the terms of such plans or programs through that date
that is one year following the date of such termination; provided that
in all events the Executive and his dependents shall be provided with
health coverage at the Company's expense for such period; provided,
however, that the Executive's right to continue to receive the Base
Salary payments pursuant to this Section 9(e) shall cease immediately
upon a violation by the Executive of any provision of Sections 10, 11 or
12 of the Agreement."
7. The Executive acknowledges that each of the Signing Bonus and the Stay
Bonus were timely paid in full by the Company in accordance with the Original
Agreement. The Executive acknowledges (i) that he timely received all of the
equity incentives contemplated by Section 6 of the Original Agreement in
accordance with the Original Agreement and (ii) that, as of the date of this
Amendment, there is no uncured default by the Company under the Agreement and no
event has occurred that with notice and/or the passage of time would constitute
or result in a default by the Company under the Agreement.
8. This agreement amends the Original Agreement and all provisions for the
Original Agreement not expressly amended by this Amendment shall remain
unchanged and in full force and effect.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
EXECUTIVE: COMPANY:
United Road Services, Inc.
/s/ Xxxxxx Xxxxxxxx XX
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Xxxxxx X. Xxxxxxxx XX
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Authorized Agent
