FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
Exhibit 99.1
FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of January
28, 2008, is made and entered into by and between IDLEAIRE TECHNOLOGIES CORPORATION, a Delaware
corporation, (hereinafter referred to as the “Company”), and J. XXXXXX XXXXXXX, (hereinafter
referred to as “Executive”).
W I T N E S S E T H
WHEREAS, Company and Executive entered into a Senior Management Agreement (the “Agreement”)
effective September 12, 2007; and
WHEREAS, pursuant to paragraph 7(g) of the Agreement, the Agreement may be amended by a
written instrument executed by the undersigned parties.
WHEREAS, the parties desire to amend the Agreement to reflect certain changes to the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company
and Executive agree as follows:
1. Section 1(e) of the Agreement is hereby amended to read in its entirety as follows:
(e) Separation. Executive’s employment by the Company during the
Employment Period will continue until: (i) Executive’s resignation at any time
which includes resignation with Good Reason as hereinafter defined and resignation
without Good Reason, (ii) until Executive’s disability or death, or (iii) until the
Board terminates Executive’s Employment at any time during the Employment Period.
If the Employment Period is terminated by the Board with Cause, termination will be
effective as of the date of notice of termination. If the Employment Period is
terminated by the Board with Cause, then the Executive shall be entitled to receive
his Annual Base Salary, bonuses and his fringe benefits only through the effective
date of termination. If the Employment Period is terminated by the Board for any
other reason or if Executive resigns, then the Executive shall be entitled medical
insurance for eighteen (18) months from the effective date of termination, which
shall agreed to by the parties.
2. The Agreement, as amended hereby, is in all respects ratified, approved and confirmed.
3. This Amendment may be executed in any number of counterparts, all of which together make
and shall constitute one and the same instrument. Neither party may execute this Amendment by
signing any such counterpart.
4. This Amendment shall in all respects be governed by, and construed in accordance with the
laws of the state of Tennessee, including all matters of construction, validity and performance.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Amendment as of the date set forth above.
| IDLEAIRE TECHNOLOGIES CORPORATION |
||||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Xxxxxxx X. Xxxxxxxx | ||||
| Chief Executive Officer | ||||
| EXECUTIVE |
||||
| /s/ J. Xxxxxx Xxxxxxx | ||||
| J. Xxxxxx Xxxxxxx | ||||
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