EXHIBIT 10.15
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this "AMENDMENT") to that certain Employment
Agreement by and among Corrpro Companies, Inc., an Ohio corporation (the
"COMPANY") and Xxxxxx X. Xxxxxxx (the "EXECUTIVE") dated November 2, 2000 (the
"AGREEMENT") and amended by Amendment to November 2000 Agreement dated July 16,
2003 is made and entered into this 23rd day of October, 2003 by and between the
Company and the Executive.
WHEREAS, the Company and the Executive entered into a certain Amendment
and Termination Agreement dated October 23, 2003, whereby the Company agreed to
execute and deliver to the Executive an amendment to the Agreement to extend the
term of the Agreement to March 31, 2006; and
WHEREAS, the Executive believes that it is in his best interest to amend
the Agreement to extend the term of the Agreement to March 31, 2006; and
WHEREAS, the Company and the Executive have entered into the Agreement and
desire to amend its terms in accordance with Section 17 of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein and in the Agreement, and other good and valuable
consideration, the adequacy of which is hereby acknowledged, the parties agree
as follows:
1. Effective immediately upon execution of this Amendment, Section 1(a)
of the Agreement, as amended, is amended by substituting "March 31, 2006" as the
ending date of the term of the Agreement.
2. Effective immediately upon execution of this Amendment, Section 15
of this Agreement is amended by adding, following the first sentence of Section
15, the following: The Company will require that any successor (whether direct
or indirect, by purchase of stock or assets, by merger, by consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company be liable for the obligations owed to Executive hereunder and will
require that any such successor perform this Agreement in the same manner and to
the same extent that the Company is obligated to perform it. Any succession
shall not, however, relieve or alter the Company's continuing liability for
obligations owing to Executive hereunder.
3. Except as amended hereby, the Agreement shall remain in full effect.
4. The Executive acknowledges and agrees to each of the following
items:
(a) I am executing this Amendment voluntarily and without any
duress or undue influence by the Company or anyone else;
(b) I have carefully read this Amendment and I have asked any
questions needed for me to understand the terms, consequences and binding
effect of this Amendment and fully understand them; and
(c) I have been advised by the Company to obtain the advice of an
attorney of my choice prior to signing this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the day and year first set forth above.
THE EXECUTIVE:
________________________________
Xxxxxx X. Xxxxxxx
THE COMPANY:
Corrpro Companies, Inc.
By: ____________________________
Name: ______________________
Title:______________________
Schedule to Exhibits 10.14 and 10.15. The form of amendment and termination
agreement, and amendment to executive officer employment agreement attached to
this Annual Report on Form 10-K have been executed by the Company and Xxxxx X.
Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxx X.
Xxxxx and Xxxx X. Xxxxx. Messrs. Schadeck, Gehring, Baach, Kroon, Xxxxx and
Xxxxx are executive officers named in the Company's proxy statement dated
February 17, 2004. Except for Xx. Xxxxxxxx'x agreements, the provisions of the
agreements executed are substantially identical in all material respects. Xx.
Xxxxxxxx'x agreements differ from the form of agreements only to the extent of
reflecting that Commonwealth Xxxxxx Holdings, Ltd. ("CSG"), a wholly-owned
subsidiary of the Company, and Corrtech Consulting Group are parties to Xx.
Xxxxxxxx'x executive employment agreements rather than the Company.
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