EXHIBIT 10.9
AMENDMENT TO
KEY EXECUTIVE EMPLOYMENT PROTECTION AGREEMENT
This amendment (this "Amendment") to the Key Executive Employment Protection
Agreement (the "Agreement") between Landstar System, Inc., a Delaware
corporation (the "Company"), and Xxxx X. Xxxxxxx (the "Executive"), dated
January 30, 1998, is entered into as of August 7, 2002.
WHEREAS, the parties to the Agreement desire to amend the Agreement in certain
respects.
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Section 2(a)(ii) of the Agreement is hereby deleted in its entirety and a
new Section 2(a)(ii) shall be added to read as follows:
(ii) the Shareholders of the Company approve a definitive agreement (a
"Definitive Agreement") (a) for the merger or other business combination of
the Company with or into another corporation, a majority of the directors of
which were not directors of the Company immediately prior to the merger and in
which the shareholders of the Company immediately prior to the effective date
of such merger directly or indirectly own less than 50% of the voting power in
such corporation or (b) for the sale or other disposition of all or
substantially all of the assets of the Company, and the transactions
contemplated by such Definitive Agreement are, in either case, consummated;
2. The first sentence of Section 3(a) of the Agreement is hereby deleted in
its entirety and a new first sentence of such Section 3(a) shall be added to
read as follows:
If (x) on or before the second anniversary of the Change in Control Date (i)
the Company terminates the Executive's employment for any reason other than for
Cause or Disability or (ii) the Executive voluntarily terminates his employment
for Good Reason or (y) the Executive voluntarily terminates his employment for
any reason at any time within the 60-day period beginning on the 181st day
following the Change in Control Date or (z) if the Executive's employment is
terminated by the Company for any reason other than death, Disability or Cause
or by the Executive for Good Reason, after the execution of a Definitive
Agreement but prior to the consummation thereof and the transaction
contemplated by such Definitive Agreement are consummated, then the Company
shall pay to the Executive the following amounts:
3. Section 3(a)(ii)(B) of the Agreement is hereby deleted in its entirety and
a new Section 3(a)(ii)(B) shall be added, to read as follows:
(B) the amount that would have been payable to the Executive as a bonus for
the year in which the Change of Control occurs, determined by multiplying the
Executive's annual Base Salary by his Participant's Percentage Participation
("PPP") established for such year under the Company's Executive Incentive
Compensation Plan (or any successor plan thereto); and
4. Except as set forth above, the Agreement shall remain in full force and
effect in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 7th day of August, 2002.
LANDSTAR SYSTEM, INC.
By: _____________________
Xxxxxxx X. Xxxxx,
Chairman of the Board
& Chief Executive Officer
Agreed and Accepted:
________________________
Xxxx X. Xxxxxxx
________________________
Date
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