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EXHIBIT 10.14
AMENDMENT NO. 1 TO AMENDED AND RESTATED
SEVERANCE COMPENSATION AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SEVERANCE COMPENSATION
AGREEMENT (this "Amendment") dated as of May 18, 1999, is made and entered into
by and between PIA Merchandising Services, Inc., a Delaware corporation
("Employer"), and Xxxxx X. Xxxx ("Executive").
R E C I T A L S
A. Employer and Executive have entered into that certain Amended and
Restated Severance Compensation Agreement dated as of October 1, 1998 (the
"Severance Compensation Agreement"). Capitalized terms used herein but which are
not otherwise defined shall have the meanings given to such terms in the
Severance Compensation Agreement.
B. Employer is a party to that certain Agreement and Plan of Merger
dated as of February 28, 1999, as amended, pursuant to which a wholly owned
subsidiary of Employer will merge with and into a corporation to be formed to
hold the operating companies of the Spar Group (the "Merger").
C. Pursuant to the terms of the Severance Compensation Agreement,
Executive has the right, in the event of a Change of Control, as such term is
defined in the Severance Compensation Agreement, during the one year period
following such Change of Control, to resign for Good Reason (as such term is
defined in the Severance Compensation Agreement) and receive the same severance
compensation as she would have received as if she were terminated by Employer
without Cause (as such term is defined in the Severance Compensation Agreement).
D. Good Reason is defined in the Severance compensation Agreement to
include, among other things, (i) the assignment to Executive (without
Executive's written consent) of any position, duties or responsibilities which
Executive, in her reasonable judgement, deems to be materially and substantially
less favorable than her position, duties and responsibilities with Executive
immediately prior to such Change of Control or (ii) a change in Executive's
reporting responsibilities, status, titles or offices as in effect immediately
prior to such Change of Control (without Executive's written consent) which
Executive, in her reasonable judgment, deems to be materially adverse to
Executive.
E. Executive and Employer agree and understand that Executive's
position, duties, responsibilities, reporting responsibilities and status will
change in certain respects following the Merger.
F. Executive has agreed to continue to serve as an officer and employee
of Employer at least for a period of time following the Merger.
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G. Employer and Executive desire to amend the terms of the Severance
Compensation Agreement as set forth herein to provide that Executive will have
the right to resign at any time during the one-year period following the
consummation of the Merger and receive the same compensation pursuant to the
Severance Compensation Agreement as if she were terminated by Employer without
Cause regardless of whether (and without the need to demonstrate that)
Executive's position, duties, responsibilities, reporting responsibilities,
status, titles or offices have been changed so as to constitute Good Reason as
such term is defined in the Severance Compensation Agreement.
A G R E E M E N T
In consideration of the foregoing recitals and the respective covenants
and agreements contained herein, the parties, intending to be legally bound,
agree as follows:
1. RIGHT TO RESIGN. In the even the Merger is consummated, Executive
shall have the right to resign at any time during the one year period following
the consummation of the Merger and such resignation shall be deemed to be and
constitute (and Executive shall receive the benefits provided for in the
Severance Compensation Agreement upon) a resignation for Good Reason with the
meaning of the Severance Compensation Agreement regardless of whether (and
without the need to demonstrate that) Executive's position, duties,
responsibilities, reporting responsibilities, status, titles or offices have
been changed so as to constitute Good Reason as such term is defined in the
Severance Compensation Agreement.
2. FULL FORCE AND EFFECT. Except as expressly amended hereby, the
Severance and Compensation Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
3. GOVERNING LAW. This Amendment shall be construed in accordance with
and governed by the Laws of the State of California without giving effect to the
principles of conflict of laws.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single agreement.
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IN WITNESS WHEREOF, each of the parties has executed this Amendment as
of the dates set forth below.
"EMPLOYER": "EXECUTIVE":
PIA MERCHANDISING SERVICES,
INC., a Delaware corporation
By: /s/ XXXXXXX X. XXXXX /s/ XXXXX X. XXXX
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Xxxxxxx X. Xxxxx, Director Xxxxx X. Xxxx
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