Exhibit 10.16
AMENDMENT NO. 1 TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 1 to Change of Control Agreement is made as of the
1st day of May, 1998, by and between Xxxxxxx Enterprises, Inc., a Louisiana
corporation (the "Company"), and Xxxxxx X. Patron (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 (the "Change of Control
Agreement").
WHEREAS, the Employee has agreed to serve as the Company's Executive
Vice President and Chief Administrative Officer.
WHEREAS, the Company has approved, effective May 1, 1998, certain
related changes in the terms of the Employee's employment.
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 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 May 1, 1998, 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 $200,000
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. For the fiscal year ending October 31, 1998, the
Employee shall be eligible to receive a bonus (the "Bonus") of up
to $125,000. For the period beginning November 1, 1998, the
Employee shall be eligible to receive a Bonus of up to $100,000
for each 12-month period thereafter. Such Bonus shall be
comprised of two elements, the quantitative element and the
qualitative element:
(i) The quantitative element shall be equal to 75% of
the maximum Bonus and shall be based on the attainment of
certain goals to be established by the Company's
compensation committee, or any similar body, and Employee.
(ii) The qualitative element shall be 25% of the
maximum Bonus and shall be awarded at the discretion of the
Company's Chairman of the Board. The Chairman of the Board
and Employee shall establish incentive goals and other
criteria for the award of the qualitative element.
The Bonus shall be paid in cash no later than 30 days
following the date on which the information needed to calculate
the Bonus becomes available.
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/ XXXXXX X. PATRON
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Xxxxxx X. Patron
