Exhibit 10(b)
AMENDMENT NUMBER TWO TO
EMPLOYMENT AGREEMENT
AMENDMENT made as of this 26th day of February, 2004 to the Employment
Agreement dated as of October 30, 1998, as amended on March 6th 2003 (the
"Employment Agreement"), by and between Florida East Coast Industries, Inc.
("FECI"), a Florida corporation, and Xxxxxx X. Xxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, FECI and the Executive have previously entered into the
Employment Agreement; and
WHEREAS, FECI and the Executive desire to amend the Employment
Agreement.
NOW, THEREFORE, the parties hereto agree, that the Employment Agreement
be amended effective as of January 1, 2004, as follows:
1. Section 1 of the Employment Agreement is amended by adding the
following language at the end thereof:
"In the event that FECI does not give written notice to the
Executive at least one hundred eighty (180) days prior to the
end of the then Employment Period that it elects not to renew
the Agreement at the end of the then Employment Period, the
Employment Period shall be extended for a period of two (2)
years from the then applicable expiration date on the same
terms and conditions as set forth in the Agreement (including
this provision), provided that the Executive shall have the
right to terminate the then Employment Period on the scheduled
expiration date on written notice to FECI given at least
thirty (30) days prior to the then applicable expiration date.
Any notice to the Executive that the Agreement will not be
renewed shall be deemed a termination of the Executive's
employment by FECI without Cause as of the end of the
Employment Period."
2. Section 2(b)(i) of the Employment Agreement is hereby amended by
adding the phrase "(effective January 1, 2004, Six Hundred Thousand ($600,000))"
immediately following the phrase "Four Hundred Thousand Dollars ($400,000)."
3. Section 2(b)(ii) of the Employment Agreement is hereby amended by
adding the phrase "(effective January 1, 2004, sixty-five percent (65%))"
immediately following the phrase "fifty percent (50%)."
4. The Employment Agreement is amended by moving the amendment added to
Section 4(d) by the First Amendment to the Employment Agreement to a new Section
4(b)(v) and adding the following language at the end thereof:
"For avoidance of doubt, a termination of the Executive's
employment other than for Cause for purposes of this
subsection (v) shall not be deemed to occur for purposes of
the immediately preceding sentence upon expiration of the
Agreement or any extension thereof unless Executive's
employment terminates upon such expiration."
5. Except as expressly set forth herein, all other provisions of the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
FLORIDA EAST COAST INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman, Compensation Committee
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
