EXHIBIT 10.5
May 8, 2003
Dear Xxx,
Re: Amendment to Agreement
As you know, Xxxxxxxx-Sonoma, Inc. ("Xxxxxxxx-Sonoma") entered into an agreement
(the "Agreement") with you as of May 8, 2001, with regard to certain aspects of
your employment by it as Chief Operating Officer of Xxxxxxxx-Sonoma.
Xxxxxxxx-Sonoma is prepared to extend your rights under the Agreement on the
terms and conditions specified in this amendment to the Agreement (this
"Amendment"). (All capitalized terms that are not defined in this Amendment have
the definitions assigned to them in the Agreement.)
Specifically, you and Xxxxxxxx-Sonoma agree as follows:
1. Covered Stock Options. The Agreement and this Amendment relate to the
Unvested Options, and do not take into account, or in any way cover,
any other stock options that Xxxxxxxx-Sonoma has granted to you before
the date of this Amendment, or may grant to you after the date of this
Amendment.
2. Extension of Rights. In consideration of your agreement to continue to
be employed by Xxxxxxxx-Sonoma until May 8, 2005 (the "Fourth
Anniversary Date") and to continue to be bound by the provisions of the
Agreement until the Fourth Anniversary Date, Xxxxxxxx-Sonoma has agreed
to extend all of your rights under the Agreement until such date.
Solely by way of example, if, at any time before the Fourth Anniversary
Date, you voluntarily terminate your employment with Xxxxxxxx-Sonoma
for any reason, or you are terminated without Cause, you agree that (i)
within ninety days of such termination, you will exercise in full all
of the Unvested Options and (ii) upon such exercise, Xxxxxxxx-Sonoma
shall be obligated to pay you the difference, if any, between the
Second Guaranteed Spread and the Spread on the date of exercise.
3. No Stock Option Exercises. You represent and warrant that you have not
exercised any of the Unvested Options as of the date of this Amendment,
as required by the Agreement.
4. Expiration of Rights. All of your rights under the Agreement, and all
of Xxxxxxxx-Sonoma's obligations under the Agreement, shall expire
automatically on the Fourth Anniversary Date, except that if your
employment with Xxxxxxxx-Sonoma terminates on or before the Fourth
Anniversary Date, all of your rights under the Agreement shall expire
ninety days after the termination date.
5. Miscellaneous. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of California
applicable to contracts to be performed therein. This Amendment may not
be modified without the written
consent of both parties. Except as expressly stated in this Amendment,
the Agreement shall remain unchanged and in full force and effect.
Please indicate your agreement to the terms of this agreement by signing below
and returning the signed copy to me.
Sincerely,
Xxxxxxxx-Sonoma, Inc.
By: /s/ W. Xxxxxx Xxxxxx
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W. Xxxxxx Xxxxxx,
its Chairman
ACCEPTED AND AGREED TO:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
May 8, 2003
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Date
