AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment, dated as of May 1, 1996, to the Employment Agreement,
dated as of December 1, 1993, as amended by the Amendment to the Employment
Agreement, dated as of March 16, 1995 (the "Agreement"), between Interstate
National Dealer Services, Inc. (the "Company" and Xxxxxxx X. Xxxx (the
"Executive").
WHEREAS, the Company and the Executive are parties to the Agreement,
providing for the employment by the Company of the Executive and for
compensation and benefits to be provided to the Executive; and
WHEREAS, the parties hereto desire to extend the term of the
Agreement for an additional five years from the original date of termination of
the Agreement.
NOW, THEREFORE, the parties hereto agree that the Agreement is
amended as follows:
1. Section 4(a) of the Agreement is hereby
amended in its entirety to read as follows:
Term. This Agreement shall terminate on December 1, 2003 (the
"Termination Date"), unless sooner terminated as herein provided. In
the event that the Executive continues his employment after the
Termination date, his employment will be deemed "at will" under the
same terms as provided herein unless otherwise expressly agreed to by
further written agreement between the Company and the Executive.
2. Except as specifically amended hereby, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
3. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute a single agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
INTERSTATE NATIONAL
DEALER SERVICES, INC.
By: __________________
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Xxxxxxx X. Xxxx
Confirmed:
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A Director of
Interstate National
Dealer Services, Inc.