FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of the 24th day
of November, 1998, by and between Dal-Tile International Inc., a Delaware
corporation (the "Company"), and W. Xxxxxxxxxxx Xxxxxxxx (the "Executive").
The Executive has served as Executive Vice President and Chief Financial
Officer of the Company since August 25, 1997 pursuant to an Employment
Agreement dated as of August 25, 1997 and amended as of October 10, 1997 (the
"Employment Agreement"). The Company and the Executive desire to extend the
term of the Employment Agreement and amend certain other of its provisions.
NOW, THEREFORE, in consideration of the mutual premises and agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Employment Agreement is hereby
amended as follows:
1. Section 1, TERM OF EMPLOYMENT, is hereby deleted in its entirety and
replaced with the following:
"Section 1, TERM OF EMPLOYMENT. The term of Executive's employment
under this Agreement (the "Term") shall commence on August 25, 1997
and continue through and expire on December 31, 2001 unless earlier
terminated as herein provided."
2. Section 5.4, TERMINATION WITHOUT CAUSE, is hereby deleted in its
entirety and replaced with the following:
"Section 5.4, TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. The
Company shall have the right at anytime during the Term to terminate
the Executive's employment hereunder without Cause. Upon such a
termination or the termination by the Executive for Good Reason, the
Company's sole obligation hereunder, except as otherwise provided in
Section 3.3 shall be to pay to the Executive (i) an amount equal to
any Annual Salary accrued and due and payable to the Executive
hereunder on the date of termination (to be paid in accordance with
the Company's usual payroll practices for executives), (ii)
thereafter all Annual Salary for the remainder of the Term, in
accordance with the Company's
usual payroll practices for executive's, (iii) in a lump sum payment
(to be paid as promptly as practicable, but no later than 10 days
after the determination thereof), the greater of (A) a portion of
the Executive's Annual Bonus as set forth in Section 3.2 computed on
a pro rated basis, based on the performance of the Company from the
beginning of the bonus period to the date of termination and (B) an
amount equal to the amount of the Annual Bonus for the fiscal year
preceding the fiscal year in which the date of termination occurs,
pro rated based on the number of days elapsed in the year of
termination, and (iv) in a lump sum payment (to be paid as promptly
as practicable, but no later than 10 days after the determination
thereof) a portion of any other bonus plan(s) in which the Executive
is a participant computed and determined in accordance with its
terms, on a pro rated basis based on the performance of the Company
from the beginning of the bonus period through the date of
termination. For purposes of this Agreement, "Good Reason" shall
mean (i) a reduction in the Annual Salary or maximum bonus
opportunity as specified in Section 3.1 or 3.2, (ii) a relocation of
the Company's headquarters or required relocation of the Executive
more than 100 miles outside of the Dallas/Fort Worth Metropolitan
area, (iii) a material diminution in the Executive's duties or
responsibilities, (iv) an adverse change in the Executive's title,
or (v) assignment to Executive of duties and responsibilities that
are inconsistent with his position in any material respect."
3. All other terms and conditions of the Employment Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment
to Employment Agreement as of the date first above written.
DAL-TILE INTERNATIONAL INC.
/s/ W. Xxxxxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxx
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W. Xxxxxxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxx
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Title: Vice President
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