FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as of March 2, 1999
(the "Amendment"), is made by and between Xxxxxxx Companies, Inc., an Oklahoma
corporation (the "Company"), and _________ an individual (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into that certain
Employment Agreement dated as of March 2, 1995 which was amended pursuant to the
First Amendment thereto dated as of May 1, 1997, and the Second Amendment
thereto dated as of August 18, 1998 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement, and it is to the mutual benefit of the Company and the
Executive to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the Company and the Executive hereby
amend the Employment Agreement as follows:
1. THE AMENDMENTS.
(a) NAME OF AGREEMENT. The name of the Agreement and all
references to the name of the Agreement within the Agreement shall be amended by
deleting the name "Employment Agreement" and replacing it with the name "Change
of Control Employment Agreement."
(b) SECTION 4(b)(ii). Section 4(b)(ii) shall be amended by
deleting it in its entirety and replacing it with the following:
(ii) ANNUAL BONUS. In addition to Base Salary, the
Executive shall be paid, for each fiscal year during the Employment
Period, an annual bonus in cash at least equal to the greater of (x)
the middle target level bonus payable, regardless of whether any
specified targets are met, under the Company's incentive
compensation plan applicable to the Executive for the Executive's
position, on the Effective Date (provided, however, if no middle
target level has been set as of the Effective Date, the middle
target level set for the fiscal year immediately preceding the
Effective date shall be utilized, and (y) the maximum aggregate
bonus paid (under the Company's incentive compensation plan
applicable to the Executive or otherwise) during any of the five
fiscal years immediately preceding the fiscal
year in which the Effective Date occurs. The greater of the amounts
described in clauses (x) and (y) of this Section 4(b)(ii) shall
hereafter be called the "Annual Bonus."
(c) SECTION 6(d)(i)B. Section 6(d)(i)B. shall be amended by
deleting it in its entirety and replacing it with the following:
B. the product of (i) the Annual Bonus or, if higher, an
amount equal to the middle target level bonus payable, regardless of
whether specified targets are met, under the Company's incentive
compensation plan applicable to the Executive for his position on
the Date of Termination (as applicable, the "Highest Bonus") and
(ii) a fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination and the
denominator of which is 365; and
(d) SECTION 6(d)(i)C. Section 6(d)(i)C shall be amended by
deleting it in its entirety and replacing it with the following:
C. the product obtained by multiplying 2.99 times the sum of
(i) the Highest Base Salary and (ii) the Highest Bonus; and
2. THE AGREEMENT. The term "Agreement" as used in the Change of
Control Employment Agreement and in this Amendment shall hereafter mean the
Change of Control Employment Agreement as amended by this Amendment. The
Employment Agreement, as amended hereby, shall continue in full force and effect
in accordance with the terms thereof.
3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other parties.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed on the date first written above.
XXXXXXX COMPANIES, INC., an
Oklahoma corporation
By
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Xxxx X. Xxxxxx,
Chairman and Chief Executive
Officer
"COMPANY"
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, an individual
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"EXECUTIVE"
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