EXHIBIT 10.5
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made as of April 12, 2004 by and between
XXXXXXXX'X, INC., a Tennessee corporation (the "Company") and XX XXXX (the
"Executive").
WHEREAS, the Company and Executive are parties to an Employment
Agreement dated as of December 4, 2000 (the "Employment Agreement"); and
WHEREAS, Section 11 of the Employment Agreement provides that the
Company and Executive may amend the Employment Agreement by mutual agreement in
writing; and
WHEREAS, the Company and Executive wish to make certain changes to
the Employment Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
promises contained herein, and intending to be legally bound hereby, effective
January 1, 2003, the Employment Agreement is hereby amended as follows:
THE FIRST PARAGRAPH OF SECTION 4 IS DELETED IN ITS ENTIRETY AND REPLACED WITH
THE FOLLOWING:
Compensation. As base compensation for the services rendered hereunder to
Employer, Employee shall be paid an annual base salary of $175,000.00,
paid twice monthly, in arrears. Employee shall also receive a monthly
automobile allowance of $600.00, subject to applicable taxes and
deductions. In addition, with respect to each fiscal year of Employer
ending during the term of this Agreement, Employee will be eligible to
receive an annual bonus (the "Annual Bonus"). The amount of such Annual
Bonus, if any, payable with respect to a particular year will be
determined by the Compensation Committee of the Board of Directors (the
"Compensation Committee"), in its sole discretion. The Compensation
Committee may establish specific corporate or individual performance
goals, the achievement of which may trigger the payment of a specific
bonus amount, may award an Annual Bonus based simply on its assessment of
Employee's and/or Employer's performance during the applicable year, or
may award an Annual Bonus based on a combination of subjective and
objective factors. If deemed necessary or desirable by the Compensation
Committee, the payment of any Annual Bonus based upon the achievement of
performance criteria may be conditioned on the approval of Employer's
shareholders in accordance with Section 162(m) of the Internal Revenue
Code (the "Code") and related regulations. In any case, any Annual Bonus
awarded by the Compensation Committee will be paid as soon as practicable
following the end of the applicable year.
THE DOCUMENT ATTACHED TO THE EMPLOYMENT AGREEMENT AS EXHIBIT A IS DELETED IN ITS
ENTIRETY.
The Employment Agreement, as amended by the foregoing changes, is
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer and Executive has executed this
Amendment, in each case as of the date first written above.
XXXXXXXX'X, INC.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President and Chief Executive
Officer
/s/ Xx Xxxx
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Xx Xxxx
