Contract
Exhibit
10.29
1ST
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment dated as of March 8,
2010 (the “Amendment”) to that certain Employment Agreement (the “Agreement”)
dated November 6, 2009, by and between Xxxxxx Xxxxxx, Ltd. (the “Company”) and
Xxxxxx X. Xxxxxxxxx (the “Executive”).
W
I T N E S S E T H:
WHEREAS, the Company and
Executive are parties to that certain Agreement, a copy of which is attached
hereto as Exhibit A; and
WHEREAS, the Company and
Executive desire to amend the Agreement;
NOW, THEREFORE, in
consideration of the foregoing, and intending to be legally bound, the parties
hereto agree as follows:
1.
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Effective
on the date of this Amendment, Section 9.6(a) shall be deleted in its
entirety and replaced by the following:
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“9.6
(a) In the event that during the period commencing 90 days prior to a
Change of Control (as hereinafter defined) and ending 180 days after a
Change of Control, the Executive’s employment with the Company is
terminated by the Company (other than for death, Total Disability or
Cause) or by the resignation of the Executive for Good Reason, the
Executive shall receive in cash, within ten days of the date of
termination or resignation of employment, an amount equal to three (3)
times the average total W-2 compensation received by the Executive
pursuant to Section 4 and Section 7 of this Agreement for the preceding
three-year period ending on the last previous December 31 except that in
lieu of the actual Base Salary component received during such period under
Section 4.1 of this Agreement, there shall be substituted the annual Base
Salary to which the Executive was entitled under Section 4.1 as of the
date of termination or resignation of employment.
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In
the event that any payment (or portion thereof) to you under this Section
9.6(a) is determined to constitute an “excess parachute payment” under
Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended,
the following calculations shall be made:
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(i)
The after-tax value to the Executive of the payments under Section 9.6(a)
without any reduction; and
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(ii)
The after-tax value to the Executive of the payments under Paragraph
9.6(a) as reduced to the maximum amount (the “Maximum Amount”) which may
be paid to the Executive without any portion of the payments constituting
an “excess parachute payment”.
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If
after applying the agreed upon calculations set forth above, it is
determined that the after-tax value determined under clause (ii) above is
greater than the after-tax value determined under clause (i) above, the
payments to you under Section 9.6(a) shall be reduced to the Maximum
Amount.”
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment of
date first set forth above.
XXXXXX XXXXXX, LTD. | ||
By:
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/S/
Xxxxxxxx Xxxxx
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Xxxxxxxx
Xxxxx
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Chief
Operating Officer
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/S/
Xxxxxx X. Xxxxxxxxx
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Xxxxxx
X. Xxxxxxxxx
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