Exhibit 10.5.2
SIXTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Sixth Amendment to Employment Agreement (the "Sixth Amendment")
is made and entered into as of August 20, 1998, by and between XXXXXXX-XXXXXX,
INC., a Delaware corporation, with its principal office located in Santa Monica,
California (the "Company"), and XXXXXXX X. XxXXXXXX, an individual ("Employee").
RECITALS
WHEREAS, Company and Employee have entered into that certain
Employment Agreement dated as of August 14, 1992, as amended January 1, 1993,
January 1, 1994, March 31, 1995, January 1, 1996, and May 19, 1997, providing
for the employment of Employee by Company pursuant to the terms of such
Agreement; and
WHEREAS, Company and Employee have agreed that the terms of the
Employment Agreement should be modified to change the Bonus Structure.
AMENDMENT TO AGREEMENT
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement, effective as of August 21, 1998 as follows:
1. Section 4(ii) the annual bonus is amended such that the existing
bonus cap at $17.5MM for 1998 and $22.5MM for 1999 are deleted and the following
bonus cap is inserted in lieu thereof.
1998 Bonus: 20% of profits of 3MM to 25MM
1999 Bonus: 20% of profits of 3MM to 35MM
Bonus calculations are to be based on Company profit; pre-tax,
pre-bonus paid to all other employees, pre-reserves and pre-Company
contributions to the Deferred Compensation Plan.
Subject to the foregoing, the Employment Agreement remains in full
force and effect, and Company and Employee hereby ratify and affirm the
Employment Agreement in each and every respect.
IN WITNESS WHEREOF, the undersigned have executed this Sixth Amendment
as of the date first above written.
XXXXXXX-XXXXXX, INC. ATTEST:
a Delaware Corporation
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Acting Secretary Xxxx X. Xxxxxx
Compensation/Stock Option Committee Chairman, Compensation/
Stock Option Committee
ACCEPTED FOR THE
BOARD OF DIRECTORS
/s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx, Chairman
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
Executive Vice President and
Chief Financial Officer
