EXHIBIT 10.54
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
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THIS FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this "Amendment")
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is made of January 10, 2000, between ZEFER Corp., a Delaware corporation (the
"Company"), and Xxxxxxx Xxxxxx ("Executive"). Except as otherwise indicated
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herein, capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement (as defined below).
WHEREAS, the parties to this Amendment are all of the parties to that
certain Senior Management Agreement, dated as of March 23, 1999, between the
Company and Executive (the "Senior Management Agreement");
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WHEREAS, the parties hereto desire to make certain amendments to the
Purchase Agreement in accordance with Section 12(i) thereof; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendments to Senior Management Agreement.
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1A. Section 2(a) of the Senior Management Agreement shall be amended
and restated in its entirety as follows:
(a) All of the shares of Executive Stock acquired hereunder
shall be subject to vesting in the manner specified in this Section 2.
Except as otherwise provided in Sections 2(b) and 2(c) below,
commencing on the day immediately following the Closing and continuing
so long as Executive is still employed by the Company or any of its
Subsidiaries, the Executive Stock will vest daily on a pro rata basis
so that 100% of the Executive Stock will be vested on the 5th
Anniversary of the Closing (the "Vesting Schedule").
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1B. Section 2(b) of the Senior Management Agreement shall be amended
and restated in its entirety as follows:
(b) In the event the Company consummates its initial Public
Offering prior to the 1st Anniversary of the Closing, the Vesting
Schedule shall be modified such that, so long as Executive is still
employed by the Company or any of its Subsidiaries, the shares of
Executive Stock will vest as follows: (i) 33% of the Executive Stock
will vest upon the occurrence of such Public Offering, and (ii)
commencing on the day immediately following such Public Offering, the
remaining unvested shares of Executive Stock will vest daily on a pro
rata basis so that 100% of the Executive Stock will be vested on the
5th Anniversary of the Closing. In the event the Company consummates
its initial Public Offering after the 1st Anniversary of the Closing
but prior to the 2nd Anniversary of the Closing, the Vesting Schedule
shall be modified such that, so long as Executive is still employed by
the Company or any of its Subsidiaries, the shares of Executive Stock
that are unvested immediately prior to such initial Public Offering
will vest as follows: (i) an additional number of shares of Executive
Stock will vest upon the
occurrence of such Public Offering so that 33% of the Executive Stock
will be vested immediately thereafter, (ii) commencing on the day
immediately following such Public Offering and continuing until the
2nd Anniversary of the Closing, an additional number of shares of
Executive Stock will vest daily on a pro rata basis so that 40% of the
Executive Stock will be vested on the 2nd Anniversary of the Closing,
and (iii) commencing on the day immediately following the 2nd
Anniversary of the Closing, the remaining unvested shares of Executive
Stock will vest daily on a pro rata basis so that100% of the Executive
Stock will be vested on the 5th Anniversary of the Closing.
Section 2. Retroactive Application of Amended and Restated Vesting
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Schedule. The amendment set forth in Section 1A above shall be applied
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retroactively so as to cause the Executive Stock to be subject to the amended
and restated Vesting Schedule as of March 23, 1999.
Section 3. Limitations. Except as expressly amended by this Amendment, all
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of the terms and provisions of the Senior Management Agreement shall remain in
full force and effect. This Amendment supersedes and preempts any prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Senior Management Agreement on the date first written above.
ZEFER Corp.
By: /s/ Xxxxxxx Xxxxxx
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Its: President
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Xxxxxxx Xxxxxx
Agreed and Accepted:
GTCR FUND VI, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
GTCR VI EXECUTIVE FUND, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
GTCR ASSOCIATES VI
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Name:
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Its: Principal
SIGNATURE PAGE TO FIRST AMENDMENT
TO SENIOR MANAGEMENT AGREEMENT
