EXHIBIT 10.3
AMENDMENT TO
EXTENDED AND RESTATED
EMPLOYMENT AGREEMENT
DATED JANUARY 1, 2002
EXTENDED JANUARY 1, 2005
BY AND BETWEEN
BLACK WARRIOR WIRELINE CORP.
AND
XXXXXXX X. XXXXXXX
This Amendment relates to that certain Employment Agreement effective
January 1, 2002, as extended effective January 1, 2005 (the "Employment
Agreement"), by and between Black Warrior Wireline Corp., a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxxx (the "Executive").
WHEREAS, the Executive and Company have been advised that Overcup
Capital, LLC has become the general partner of St. Xxxxx Capital Partners, L.P.,
replacing St. Xxxxx Capital Corp. (the "Replacement");
WHEREAS, the fact the Replacement occurred constitutes a "Change of
Control" pursuant to Section 2.a. of the Employment Agreement;
WHEREAS, pursuant to Section 2.a. of the Employment Agreement, because
of the Change of Control, the Executive has the option to terminate the
Employment Agreement before the end of its current term, ending January 1, 2008;
WHEREAS, the Executive has expressed a willingness to not terminate the
Employment Agreement as a result of the Replacement, provided that the Company
agree to the terms of this Amendment;
NOW THEREFORE, in consideration of the continued performance of the
parties thereunder, the Employment Agreement is hereby amended as follows:
1. The first paragraph of Section 1 is amended to read as
follows, with Sections 10.a. and 10.b. remaining as written:
The term of employment (the "Term") of the Executive by the
Company hereunder commenced on the January 1, 2002 and shall end on
April 1, 2009, subject to early termination at the option of the
Employee in the event of any of the following events:
2. Section 10.a. of the Employment Agreement is amended to read
as follows, with Section 10.b remaining as written:
Amendment, Page 1
a. As a result of the Change of Control that occurred with the
appointment of Overcup Capital, LLC as general partner of St. Xxxxx
Capital Partners, L.P., the Company shall pay to the Executive the sum
of three times the total compensation paid to the Executive during the
twelve (12) months preceding such Change of Control. Such payment shall
be paid within three (3) days of demand by the Executive; provided,
however, that the Executive may not make such demand prior to January
1, 2006. In the event of the Executive's death, demand may be made by
the Executive's estate or personal representative.
Made this 16th day of December, 2005.
BLACK WARRIOR WIRELINE CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Its President and CEO
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Amendment, Page 2
