EXHIBIT 10-F
AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 to Amended and Restated Employment Agreement (this
"Amendment") is made and entered into by and between Veritas DGC Inc., a
Delaware corporation (hereinafter referred to as "Employer"), and Xxxxx X.
Xxxxxx, an individual currently resident in Houston, Texas (hereinafter referred
to as "Employee"), effective as of November 14, 2001.
WITNESSETH:
WHEREAS, Employer and Employer entered into an Amended and Restated
Employment Agreement (the "Agreement") dated effective October 22, 2001 (the
"Agreement");
WHEREAS, Employer and Employee have agreed to make certain modifications to
the Agreement to clarify certain aspects of the agreement not to compete;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Employer and Employee agree as follows:
Amendment of Agreement.
Paragraphs (b) and (c) of Section 12 of the Agreement entitled
"Non-Competition; Non-Solicitation; No Hire" are deleted in their entirety and
replaced with the following:
(a) Employee agrees that, effective as of the Effective Date and
for a period that includes the term of this Agreement and (i) eighteen (18)
months thereafter in the event of a termination of Employee's employment
with Employer described in Section 6(c) or Section 6(d) (such applicable
period being referred to herein as the "Non-Compete Period"), Employee
shall not, without the prior written consent of Employer, directly or
indirectly, anywhere in the world, engage, invest, own any interest, or
participate in, consult with, render services to, or be employed by any
business, person, firm or entity that is in competition with the "Business"
(as defined in Section 12(d)) of Employer or any of its subsidiaries or
affiliates, except for the account of Employer and its subsidiaries and
affiliates; provided, however, that during the Non-Compete Period Employee
may acquire, solely as a passive investment, not more than five percent
(5%) of the outstanding shares or other units of any security of any entity
subject to the requirements of Section 13 or 15(d) of the Exchange Act.
Employee acknowledges that a remedy at law for any breach or attempted
breach of this covenant
not to compete will be inadequate and further agrees that any breach of
this covenant not to compete will result in irreparable harm to Employer,
and, accordingly, Employer shall, in addition to any other remedy that may
be available to it, be entitled to specific performance and temporary and
permanent injunctive and other equitable relief (without proof of actual
damage or inadequacy of legal remedy) in case of any such breach or
attempted breach. Employee acknowledges that this covenant not to compete
is being provided as an inducement to Employer to enter into this Agreement
and that this covenant not to compete contains reasonable limitations as to
time, geographical area and scope of activity to be restrained that do not
impose a greater restraint than is necessary to protect the goodwill or
other business interest of Employer. Whenever possible, each provision of
this covenant not to compete shall be interpreted in such a manner as to be
effective and valid under applicable law but if any provision of this
covenant not to compete shall be prohibited by or invalid under applicable
law, such provision of this covenant not to compete shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remaining provisions of this covenant not to compete. If any provision of
this covenant not to compete shall, for any reason, be judged by any court
of competent jurisdiction to be invalid or unenforceable, such judgment
shall not affect, impair or invalidate the remainder of this covenant not
to compete but shall be confined in its operation to the provision of this
covenant not to compete directly involved in the controversy in which such
judgment shall have been rendered. In the event that the provisions of this
covenant not to compete should ever be deemed to exceed the time or
geographic limitations permitted by applicable laws, then such provision
shall be reformed to the maximum time or geographic limitations permitted
by applicable law.
(b) In addition to the restrictions set forth in Section 12(a),
Employee agrees that, during the Non-Compete Period, Employee will not,
either directly or indirectly, (i) make known to any person, firm or entity
that is in competition with the Business of Employer or any of its
subsidiaries or affiliates the names and addresses of any of the suppliers
or customers of Employer or any of its subsidiaries or affiliates,
potential customers of Employer or any of its subsidiaries or affiliates
upon whom Employer or any of its subsidiaries or affiliates has called upon
in the last twelve (12) months or contacts of Employer or any of its
subsidiaries or affiliates or any other information pertaining to such
persons, or (ii) call on, solicit, or take away, or attempt to call on,
solicit or take away any of the suppliers or customers of Employer or any
of its subsidiaries or affiliates, whether for Employee or for any other
person, firm or entity.
(c) Regardless of the reason for any termination of Employee's
employment, effective as of the Effective Date and for a period that
includes the term of this Agreement and twelve (12) months thereafter,
Employee will not, either on his own account or for any other person, firm,
partnership, corporation, or other entity (i) solicit any employee of
Employer or any of its subsidiaries or affiliates to leave such employment;
or (ii) induce or attempt to induce any such employee to breach her or his
employment agreement with Employer or any of its subsidiaries or
affiliates.
Section 2. Effect of Amendment.
Except as expressly provided in this Amendment, the Agreement remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as to be effective as of the Effective Date.
EMPLOYER:
VERITAS DGC INC.
By:
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Xxxxx X. XxxXxxxx
Chairman
Compensation Committee
of the Board of Directors
EMPLOYEE:
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Xxxxx X. Xxxxxx
