EXHIBIT 10.8
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 Xxxxxx X. XxXxxx (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) of the Agreement is hereby deleted in its entirety and a
new Section 3(a)(ii) shall be added, to read as follows:
(ii) a cash amount (the "Severance Amount") equal to two times the sum of
(A) the Executive's annual Base Salary; and
(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:
________________________
Xxxxxx X. XxXxxx
________________________
Date
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