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Exhibit 10.5(b)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 17th day of October, 1996,
between Payless Cashways, Inc., an Iowa corporation (the "Company"), and Xxxxxxx
X. Xxxxxxxxxx (the "Executive").
WHEREAS, the Company and the Executive have entered into an employment agreement
dated February 8, 1993 (the "Employment Agreement"); and
WHEREAS, the parties mutually desire to amend the Employment Agreement;
NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the parties agree as follows:
1. Term of Employment. Paragraph 2 of the Employment Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"Term of Employment. Unless sooner terminated as hereinafter provided,
the term of this Agreement shall commence on the date hereof and shall
continue (a) through March 1, 1998 in the event no Change of Control
(as defined in Paragraph 6(e) below) occurs, or (b) through the stated
term hereof or one year and sixty (60) days after the date of a Change
of Control, whichever is longer."
2. Compensation. In the third sentence of subparagraph (d), Paragraph
3, of the Employment Agreement, the word "or" is hereby inserted immediately
preceding the character "(ii)", and the phrase "or (iii) the Company gives
written notice of non-renewal of the term of the Executive's employment pursuant
to Paragraph 2 above," is hereby deleted.
3. Covenant Not to Compete. In subsection (b) of the first sentence of
Paragraph 5 of the Employment Agreement, the word "or" is hereby inserted
immediately preceding the character "(ii)", and the phrase "or (iii) the
election of the Executive not to renew the terms of the Executive's employment
under this Agreement as provided in Paragraph 2 above," is hereby deleted. In
subsection (c) of the first sentence of Paragraph 5 of the Employment Agreement,
the phrase "(including the one year renewal term)" is hereby deleted and the
year "1998" is substituted in lieu of the year "1997."
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4. Termination Severance Benefits.
(a) Paragraph 6 (g), subparagraph (i) of the Employment Agreement is
hereby deleted in its entirely and the following is substituted in lieu
thereof:
"Base Salary. The Company shall continue to pay
to the Executive the Executive's Base Salary,
when and as such Base Salary would have been
paid, during the Severance Period (as defined in
Paragraph 6(j) below)."
(b) In the second sentence of Paragraph 6 (g), subparagraph (ii) of the
Employment Agreement, the phrase "remaining in the term of this
Agreement (excluding the one year renewal term if termination occurs on
or prior to December 1, 1995 and including the one year renewal term if
termination occurs after December 1, 1995)" is hereby deleted and the
phrase "in the Severance Period" is substituted in lieu thereof.
(c) In Paragraph 6(g), subparagraph (v) of the Employment Agreement,
the phrase "the term specified in Paragraph 2 above (excluding the one
year renewal term if termination of the Executive's employment occurs
on or prior to December 1, 1995 and including the one year renewal term
if termination occurs after December 1, 1995)" is hereby deleted and
the phrase "the Severance Period" is substituted in lieu thereof.
5. Termination Special Severance Benefits. Paragraph 6(h) is hereby
deleted in its entirety.
6. Severance Period Definition. A new Paragraph 6(j) is hereby inserted
in the Employment Agreement, as follows:
"Definition of Severance Period. The term "Severance Period" shall
mean: (x) except as provided in subsection (y) herein, the period
from the date of the termination of the Executive's employment
continuing for the longer of one year after the date of such
termination or until March 1, 1998; or (y) in the event of a
termination by the Company pursuant to Paragraph 6(d) after a
Change of Control or a termination by the Executive pursuant to
Paragraph 6(e), the period from the date of the termination of the
Executive's employment continuing for two years after the date of
such termination; provided, however, that in the case of either
(x) or (y), the Severance Period shall continue regardless of the
death or disability of the Executive subsequent to the date of
termination of employment.
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In witness whereof, the parties have executed this Amendment No. 1 to Employment
Agreement as of the day and year written above.
PAYLESS CASHWAYS, INC. EXECUTIVE
By:/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Chairman and Chief Executive Officer Xxxxxxx X. Xxxxxxxxxx
Approval by the Compensation Committee of the Board of Directors of the Company
is hereby confirmed.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Chair
