AMENDMENT NO. 3
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 3 to Change of Control Agreement is made as of the
21st day of September, 1999, by and between Xxxxxxx Enterprises, Inc., a
Louisiana corporation (the "Company"), and Xxxxxxxx X. Xxxxxxx (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of December 5, 1995 as amended by Amendment No.
1 to Change of Control Agreement dated as of January 1, 1997 and Amendment
No. 2 to Change of Control Agreement dated as of November 1, 1998 (as
amended, the "Change of Control Agreement"); and
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's salary and bonus.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. CHANGE OF CONTROL AGREEMENT. Except as expressly amended
herein, all of the terms and provisions of the Change of Control Agreement
shall remain in full force and effect.
SECTION 2. AMENDMENT TO ARTICLE I, SECTION 1.1. Article I, Section
1.1 of the Change of Control Agreement is hereby amended to read in its
entirety as follows:
1.1 EMPLOYMENT AGREEMENT. After a Change of Control
(defined below), this Agreement supersedes the Employment
Agreement dated as of August 1, 1995 as amended by Amendment No.
1 dated as of January 1, 1997, Amendment No. 2 dated as of
October 31, 1998 and Amendment No. 3 dated as of September 21,
1999, between Employee and the Company (the "Employment
Agreement") except to the extent that certain provisions of the
Employment Agreement are expressly incorporated by reference
herein. After a Change of Control (defined below), the
definitions in this Agreement supersede definitions in the
Employment Agreement, but capitalized terms not defined in this
Agreement have the meanings given to them in the Employment
Agreement.
SECTION 3. AMENDMENT TO ARTICLE II, SECTION 2.2. Article II, Section
2.2, paragraphs (a) and (b) of the Change of Control Agreement are hereby
amended to read in their entirety as follows:
(a) SALARY. A salary ("Base Salary") at the rate of
$265,000 per year, payable to the Employee at such intervals no
less frequent than the most frequent intervals in effect at any
time during the 120-day period immediately preceding the Change
of Control or, if more favorable to the Employee, the intervals
in effect at any time after the Change of Control for other peer
employees of the Company and its affiliated companies.
(b) BONUS. An annual incentive bonus (the "Bonus") of
$270,000, to the extent not already received, shall
be paid in cash (1) no later than November 30 of
each year or (2) if the Employee elects to receive the Bonus
in the calendar year following the year in which it was earned,
between January 1 and January 15 of such following year.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
XXXXXXX ENTERPRISES, INC.
By: /S/ Xxxxx X. XxXxxxxxx
---------------------------------
Xxxxx X. XxXxxxxxx
Compensation Committee Chairman
EMPLOYEE:
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxxx X. Xxxxxxx
-2-