Exhibit 10.4
AMENDMENT NO. 1 TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 1 to Change of Control Agreement is made as of the
1st day of November, 1997, by and between Xxxxxxx Enterprises, Inc., a
Louisiana corporation (the "Company"), and Xxxxxxx X. Xxxxxx, Xx. (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of January 1, 1997 (the "Change of Control
Agreement"); and
WHEREAS, the Company has approved, effective November 1, 1997, an
increase in the Employee's maximum incentive bonus to up to $200,000.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. CHANGE OF CONTROL AGREEMENT. Except as expressly amended
herein, all of the terms and provisions of the Change of Control Agreement
shall remain in full force and effect.
SECTION 2. AMENDMENT TO ARTICLE I, SECTION 1.1. Article I, Section
1.1 of the Change of Control Agreement is hereby amended to read in its
entirety as follows:
1.1 EMPLOYMENT AGREEMENT. After a Change of Control (defined below),
this Agreement supersedes the Employment Agreement dated as of January 1,
1997 as amended by Amendment No. 1 dated as of January 1, 1997 and
Amendment No. 2 dated as of November 1, 1997, between Employee and the
Company (the "Employment Agreement") except to the extent that certain
provisions of the Employment Agreement are expressly incorporated by
reference herein. After a Change of Control (defined below), the
definitions in this Agreement supersede definitions in the Employment
Agreement, but capitalized terms not defined in this Agreement have the
meanings given to them in the Employment Agreement.
SECTION 3. AMENDMENT TO ARTICLE II, SECTION 2.2. Article II, Section
2.2, paragraph (b) of the Change of Control Agreement is hereby amended to
read in its entirety as follows:
(b) BONUS. For the period beginning November 1, 1997, the
Employee shall be eligible to receive a bonus (the "Bonus") of up
to $200,000 for each 12-month period thereafter. Such Bonus
shall be comprised of two elements, the quantitative element and
the qualitative element:
(i) The quantitative element shall be equal to 75% of
the maximum Bonus of $200,000 and shall be based on the
attainment of certain goals to be established by the
Company's compensation committee, or any similar body, and
Employee.
(ii) The qualitative element shall be 25% of the
maximum Bonus of $200,000 and shall be awarded at the
discretion of the Company's Chairman of the Board. The
Chairman of the Board and Employee shall establish incentive
goals and other criteria for the award of the qualitative
element.
The Bonus shall be paid in cash no later than 30 days
following the date on which the information needed to calculate
the Bonus becomes available.
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. XXXXXX, XX.
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Xxxxxxx X. Xxxxxx, Xx.
