AMENDMENT TO XXXXX X. XXXXXX EMPLOYMENT AGREEMENT
EXHIBIT
10.12-A
Xxxxxx, Fargo &
Co.
0000 XxxxXxxx Xxxx.,
Xxxxx 000
Xxxxxxx, Xxxxx
00000
August 25,
1999
Xxxxx X.
Xxxxxx
0000 XxxxXxxx
Xxxx.
Xxxxx 000
Xxxxxxx, Xxxxx
00000
Dear Xxx:
Reference is made to that certain
Employment Agreement, dated as of November 11, 1991, between Xxxxx X. Xxxxxx
and LFC Holding Corporation (formerly known as Loomis Holding Corporation) (
“LFC Holdings”), as amended by the resolutions of the board of
directors of the Company dated as of May 2, 1996, and as further amended by
that certain letter agreement between Xxxxx X. Xxxxxx (“Xxxxxx”)
and the Company dated as of January 22, 1997 (as amended, the
“Employment Agreement”).
Xxxxxx, Fargo & Co. (
“Xxxxxx Fargo”), a Delaware corporation, LFC Holdings and Xxxxxx
desire by this letter agreement to amend certain provisions of the
Employment Agreement as follows:
1. LFC Holdings hereby assigns,
transfers and conveys its rights and obligations under the Employment
Agreement to Xxxxxx Fargo and Xxxxxx Fargo hereby acknowledges its receipt
of the rights and assumes the obligations under the Employment Agreement and
agrees to be bound by the terms and conditions of the Employment Agreement.
The parties hereto agree that Xxxxxx Fargo’s name shall be substituted
where LFC Holdings’ name appears in the Employment Agreement, and for
all purposes under the Employment Agreement, the “Company” shall
hereafter refer to Xxxxxx, Fargo & Co., a Delaware
corporation.
2. Xxxxxx hereby acknowledges and
agrees to LFC Holdings’ transfer and conveyance of its rights and
obligations under the Employment Agreement to Xxxxxx Fargo and each party
hereto agrees that LFC Holdings’ rights and obligations under the
Employment Agreement are hereby terminated and of no further force and
effect and Xxxxxx, on behalf of himself, his heirs, successors, and assigns,
acknowledges and agrees that he has no further rights, interests or claims
against LFC Holdings with respect to the Employment Agreement or otherwise
and hereby releases LFC Holdings, its affiliates, successors and assigns,
from any claim, demand, or cause of action, known or unknown, which he has
or may have against LFC Holdings.
3. The second paragraph of section
2(c)(iii) of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:
“In addition, in the event
that at any time on or prior to December 31, 2000, the Fair Market Value (as
hereinafter defined) of Xxxxxx Fargo Common Stock shall be equal to (U.S.)
$15.00 per share, then the Executive shall be entitled to Options to
purchase an aggregate of 49,962.69 shares of Xxxxxx Fargo Common Stock under
the Unitholders Plan, subject to adjustment in the event of any stock split,
stock dividend, reclassification or other change in the outstanding number
of shares of Xxxxxx Fargo Common Stock (or securities into which the Xxxxxx
Fargo Common Stock shall hereafter be changed). For purposes of this
Agreement, the “Fair Market Value” of Xxxxxx Fargo Common Stock
shall be determined as of any time as follows: (a) if the Xxxxxx Fargo
Common Stock (or securities into which the Xxxxxx Fargo Common Stock shall
hereafter be changed) is then publicly traded on any domestic or foreign
national stock exchange or quoted on an interdealer quotation system, the
closing price per share or last sales price on the date immediately prior to
such determination, or (b) in the event that, pursuant to merger,
consolidation, acquisition, recapitalization, reclassification or otherwise,
the shares of Xxxxxx Fargo Common Stock are reclassified or exchanged for
cash
or other securities (or any combination thereof), the amount of cash or Fair
Market Value of such securities for which each share of Xxxxxx Fargo Common
Stock is so reclassified or exchanged.”
IN WITNESS WHEREOF, the parties
hereto have executed this letter agreement to be effective as of the date
first written above.
|
| XXXXXX, FARGO &
CO.
|
| /S
/ XXXXX
X. XXXXXXXX
, XX
.
|
| By:
|
| Xxxxx X.
Xxxxxxxx, Xx.
|
| Executive Vice
President and Chief Financial Officer
|
| LFC HOLDING
CORPORATION
|
| /S
/ XXXXX
X. XXXXXXXX
, XX
.
|
| By:
|
| Xxxxx X.
Xxxxxxxx, Xx.
|
| Executive Vice
President and Chief Financial Officer
ACCEPTED AND
AGREED:
/s/
XXXXX
X. XXXXXX
Xxxxx X.
Xxxxxx
RESOLVED, that the undersigned,
being all of the directors of Xxxxxx, Fargo & Co., a Delaware
corporation, and LFC Holding Corporation, a Delaware corporation, hereby
authorize, adopt and consent to the foregoing agreement and authorize Xxxxx
X. Xxxxxxxx, Xx. to execute and deliver such agreement on behalf of and in
the name of the corporations, the foregoing agreement.
| /s/
XXXX
X. XXXXXXXXX
Xxxx X.
Xxxxxxxxx
| /s/
XXX
X. XXXXXXXXX
Xxx X.
Xxxxxxxxx
|
|
| /s/
XXXXX
X. XXXXXXX
, XX
.
Xxxxx X.
Xxxxxxx, Xx.
| /s/
XXXXXXXXX
X. XXXX
, XX
.
Xxxxxxxxx X.
Xxxx, Xx.
|
|
| /s/
XXXXX
X. XXXXXX
Xxxxx X.
Xxxxxx
| /s/
XXXX
X. X’XXXXX
Xxxx X. X
’Xxxxx
|
|
| /s/
XXXXXXX
X. XXXX
Xxxxxxx X.
Xxxx
|
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