EXHIBIT 10.22(b)
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (the
"Amendment") is made and entered into as of the 26th day of March, 1998 by and
between Xxxxx'x General Stores, Inc., an Iowa corporation (the "Company") and
Xxxxxx X. Xxxx ("Lamb").
WHEREAS, the Company and Lamb are parties to an Amended and Restated
Employment Agreement dated as of October 24, 1997 (the "Original Agreement")
providing for Lamb's employment as Chief Operating Officer and President of the
Company under the terms and conditions set forth therein; and
WHEREAS, the Company and Lamb have agreed that, effective as of May 1,
1998, Lamb shall serve as Chief Executive Officer and President of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of
Section 3 of the Original Agreement is hereby amended to read as follows:
3. Duties of Lamb. During the period of his employment in the
capacity as Chief Executive Officer and President, Lamb will
perform his duties to the best of his ability, subject to the
control of the Board of Directors. It is agreed and
understood that the position (including status, title and
reporting requirements), authority, duties and
responsibilities of Lamb shall be substantially the same as
those performed by Xxxxxx X. Xxxxxxxx as Chief Executive
Officer of the Company prior to the date of this Agreement,
and that Lamb shall at all times serve the best interests of
the Company. The Company agrees that Lamb shall continue to
occupy his present office as Chief Executive Officer and
President and shall at all times have such authority and
discretion as is required in the carrying out of Lamb's
duties in a proper and efficient manner, subject to review
by the Board of Directors.
2. OTHER REFERENCES TO POSITION AS CHIEF OPERATING OFFICER. All other
references in the Original Agreement to Lamb's position and service as Chief
Operating Officer and President of the Company are hereby amended to hereafter
refer to Lamb's position and service as Chief Executive Officer and President.
3. RATIFICATION. Except as set forth herein, the terms and conditions of
the Original Agreement are hereby ratified, confirmed and approved.
4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be
deemed effective as of May 1, 1998.
IN WITNESS WHEREOF, the respective parties have caused this Amendment to be
executed as of the day and year first above written.
XXXXX'X GENERAL STORES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
ATTEST:
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Corporate Secretary
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx