Exhibit 10(w)
FIRST AMENDMENT TO
STOCK PURCHASE ASSISTANCE AGREEMENT
THIS AMENDMENT ("Amendment") is dated as of January 31, 2000 and is by and
between OTR Express, Inc. (the "Company") and Xxxx Xxxxx, Vice President
of the Company ("Xxxxx"). This Amendment relates to and amends that
certain Stock Purchase Assistance Agreement dated June 8, 1998 by and
between the Company and Xxxxx (the "Agreement").
Section 7(c) of the Agreement is hereby amended to read as follows:
If either (i) Xxxxx'x employment is terminated by
the Company without Cause or (ii) there is a
Change of Control of the Company, then the Company
(or such successor) shall pay, directly to the
Bank, the balance of principal amount outstanding
(if any) at such event on Xxxxx'x Loan for the
benefit of Xxxxx (which amount may be taxable to
Xxxxx as compensation) provided that
contemporaneously with such payment (x) the Bank
shall execute and deliver to the Company (and/or
such successor) a termination of the Guaranty and
a release of the Company (or such successor) from
any and all obligations thereunder and (y) Xxxxx
executes and delivers to the Company (and/or such
successor) a comprehensive release of claims,
including any employment related claims, that are
or may be alleged by Xxxxx, his representatives
and heirs against the Company (and/or such
successor).
The remainder of the Agreement, and the Agreement as amended, shall
continue in full force and effect.
IN WITNESS WHEREOF, each of the parties have executed this Agreement
intending to be bound thereby.
/s/ Xxxx Xxxxx
Xxxx Xxxxx
OTR Express, Inc.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chairman of the Board
