AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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Exhibit
10.2
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AMENDMENT
NO. 2 TO
SECOND
AMENDED AND RESTATED
THIS
AMENDMENT NO 2. TO SECOND AMENDED AND RESTATED AGREEMENT, dated as of February
20, 2007 (the “Amendment”), amends the Second Amended and Restated Agreement,
made and entered into as of August 1, 2003, and, amended as of December 27,
2004
(the “Agreement”), by and between REPUBLIC AIRWAYS HOLDINGS INC. (the
“Company”), a Delaware corporation, and XXXXXX XXX XXXXXX (the
“Executive”).
R
E C I T A L S
WHEREAS,
the Company and the Executive entered into the Agreement; and
WHEREAS,
the Company and the Executive desire to amend the Agreement as and to the extent
provided for herein,
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Dates.
All
references in the Agreement to the 2007 calendar year shall be references to
the
2008 calendar year. All references in the Agreement to January 1, 2007 shall
be
references to January 1, 2008. All references in the Agreement to July 31,
2007
shall be references to July 31, 2008.
2. Base
Salary and Severance Compensation.
The
reference in Section 3(a) of the Agreement to $175,000 shall be a reference
to
$225,000 for the period from August 1, 2007 to July 31, 2008.
3. Annual
Deferred Compensation.
The
reference in Section 3(b) of the Agreement to $70,000 shall be a reference
to
$112,500.
4. Severance
Compensation.
The
Severance Compensation shall be on the same terms and conditions as in the
Agreement, except that the amount of such Severance Compensation shall equal
the
Base Salary which would have been paid to the Executive for the remainder of
the
Term had he continued to be employed by the Company. The Severance Compensation
shall be paid in a lump sum as soon as practicable following a qualifying
termination as set forth in Section 4.
5. Defined
Terms.
All
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Agreement unless otherwise defined herein.
6. Counterparts.
This
Amendment may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
7. Miscellaneous.
Except
as amended herein, the Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date
first above written.
| REPUBLIC AIRWAYS HOLDINGS, INC. | ||
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| Date: February 20, 2007 | By: | /s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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| Title: President and Chief Executive Officer | ||
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| Date: February 20, 2007 | By: | /s/ Xxxxxx X. Xxxxxx |
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