Exhibit 10.43.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is made as of the 31st
day of October, 1998, by and between Xxxxxxx Enterprises, Inc., a Louisiana
corporation (the "Company"), and Xxxxxxx X. Xxxxx (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Employment Agreement with the
Employee dated as of November 1, 1997 (the "Employment Agreement");
WHEREAS, the Employee has agreed to serve as the Company's Senior Vice
President and President - Central Division; and
WHEREAS, the Company and the Employee have agreed to certain changes
in the terms of Employee's employment, effective November 1, 1998, as set
forth herein.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and
effect.
SECTION 2. Article I, Section 1 of the Employment Agreement is hereby
amended in its entirety as follows:
1. CAPACITY AND DUTIES OF EMPLOYEE. The Employee is employed by
the Company to render services on behalf of the Company as Senior Vice
President and President - Central Division of the Company. As the
Senior Vice President and President - Central Division, the Employee
shall perform such duties as are assigned to the individual holding
such title by the Company's Bylaws and such other duties, consistent
with the Employee's job title, as may be prescribed from time to time
by the Board of Directors of the Company and/or the Company's Chief
Executive Officer.
SECTION 3. Article II, Section 1 of the Employment Agreement is
hereby amended to read in its entirety as follows:
1. SALARY. Effective November 1, 1998, a salary ("Base Salary")
at the rate of $225,000 per fiscal year of the Company ("Fiscal
Year"), payable to the Employee at such intervals as other salaried
employees of the Company are paid. For Fiscal Years ending prior to
November 1, 1998, the Employee's Base Salary shall be as set forth in
the employment agreement in effect for the relevant period.
SECTION 4. Article II, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. BONUS. (a) Beginning November 1, 1998, the Employee
shall be eligible to receive an annual incentive bonus ("Bonus")
per Fiscal Year determined as provided below. The maximum bonus
for which the Employee shall be eligible ("Maximum Bonus") shall
be determined in accordance with the Company's Executive Maximum
Bonus Calculation Statement attached as Exhibit A hereto. For
purposes of such calculation, the Employee's Maximum Bonus shall
be:
* $0 at the Below Threshold level
* $45,000 at the Threshold level
* $200,000 at the Target level
* $270,000 at the Outstanding level
(b) The percentage of the Maximum Bonus that the Employee shall
be eligible to receive shall be based upon three factors:
(i) 25% of the Maximum Bonus will be awarded based on earnings
per share growth;
(ii) 50% of the Maximum Bonus will be awarded based on business
unit earnings; and
(iii) 25% of the Maximum Bonus will be awarded based on the
attainment of other objectives that will be established by the Chief
Executive Officer and the President.
(c) The foregoing notwithstanding, the Company shall pay to the
Employee not less than $100,000 of the Bonus for the Fiscal Year
ending October 31, 1999 payable ratably on a quarterly basis (i.e.
January 31, April 30, July 31 and October 31).
(d) The Bonus shall be paid in cash no later than 30 days
following the filing of the Company's annual report on Form 10-K for
the Fiscal Year in which the Bonus has been earned.
(e) With respect to Fiscal Years prior to the Fiscal Year ending
October 31, 1999, the Employee's Bonus shall be as set forth in the
employment agreement in effect for the relevant period.
SECTION 5. AMENDMENT TO ARTICLE II, SECTION 3. Article II, Section 3
of the Employment Agreement is hereby amended to read in its entirety as
follows:
3. BENEFITS. The Company shall provide the Employee with the
following fringe benefits and perquisites:
(a) At Employee's election, either a Company furnished
automobile or an automobile allowance of $720 per month (in which
case the Company will reimburse the Employee for all gasoline,
maintenance, repairs and insurance for Employee's personal car as
if it were a Company-owned vehicle);
(b) Reimbursement for membership dues, including
assessments and similar charges, in one or more clubs deemed
useful for business purposes in an amount not to exceed $8,000 or
such additional amounts as may be approved by the President;
(c) First class air travel;
(d) Fully-paid insurance benefit package available to
all employees; and
(e) All other benefit programs similar to those
provided other employees of the Company.
(f) All costs of maintaining professional certification
as a licensed Certified Public Accountant.
SECTION 6. AMENDMENT TO ARTICLE III, SECTION 4. Article III, Section
4, paragraph (a), subparagraphs (i) and (ii) of the Employment Agreement
are hereby amended to read in their entirety as follows:
(i) the assignment to the Employee of any duties or
responsibilities that are inconsistent with the Employee's
status, title and position as Senior Vice President and President
- Central Division;
(ii) any removal of the Employee from, or any failure to
reappoint or reelect the Employee to, the position of Senior Vice
President and President - Central Division, except in connection
with a termination of Employee's status as an employee as
permitted by this Agreement;
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
XXXXXXX ENTERPRISES, INC.
By: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. XxXxxxxxx
Compensation Committee Chairman
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
