AMENDMENT NO. 1 TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 1 to Change of Control Agreement is made as of the
22nd day of January, 2004, by and between Xxxxxxx Enterprises, Inc., a Louisiana
corporation (the "Company"), and Xxxxxxx X. Xxxx (the "Employee").
WITNESSETH:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of November 1, 2001 (the "Change of Control
Agreement"); and
WHEREAS, the Company, acting through the Compensation Committee of the
Board of Directors, and the Employee have agreed to an extension of the term of
the Change of Control Agreement, as set forth herein.
NOW, THEREFORE, for and in consideration of the continued employment of
Employee by the Company and the payment of wages, salary and other compensation
to Employee by the Company, the parties hereto agree as follows:
SECTION 1. 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. Article II, Section 2.1(a) of the Change of Control
Agreement is hereby amended to read in its entirety as follows:
2.1 EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL. (a)
If a Change of Control occurs on or before October 31, 2006, then the
Employee's employment term (the "Employment Term") shall continue
through the later of (i) the second anniversary of the Change of
Control or (ii) October 31, 2006, subject to any earlier termination of
Employee's status as an employee pursuant to this Agreement.
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
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Xxxxx X. XxXxxxxxx
Compensation Committee Chairman
EMPLOYEE:
/S/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
