Exhibit 10.8
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of the 4th day of January, 2000, by and between
BUCKHEAD AMERICA CORPORATION ("Company"), a Delaware corporation, and XXXXXX X.
XXXXXX ("Executive"),
W I T N E S E T H
WHEREAS, Company and Executive entered into that certain Employment
Agreement dated May 1, 1997 ("Agreement") providing for employment of Executive
by the Company; and
WHEREAS, Company and Executive desire to enter into this Amendment for the
purpose of evidencing their mutual understanding and agreement regarding the
extension of the term of Executive's employment by the Company and certain other
matters relating to such employment as set forth herein below.
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Executive,
intending to be legally bound, agree as follows:
1. Defined Terms. All terms used herein and denoted by their initial
capitalization shall have the meanings set forth in the Agreement
unless set forth herein to the contrary.
2. Extension of Employment Term. The term of employment described at
Section 4 of the Agreement shall be extended to May 1, 2003.
3. Definition of "Change of Control". The definition of "Change of
Control" set forth at Section 1(e) of the Agreement shall be deleted
in its entirety, and the following definition shall apply:
"Change of Control" means (i) the acquisition by any person, entity or
group within the meaning of Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 ("34 Act"), excluding for this purpose
the Company, its parent and its subsidiaries, of beneficial ownership
(within the meaning of Rule 13(d)-3 promulgated under the 34 Act) of
more than 51 percent of either the then outstanding shares of common
stock of the Company or of the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the
election of directors; or (ii) the individuals who, as of the date
hereof, constitute the Board of Directors ("Incumbent Board") cease
for any reason to constitute a majority of the Board of Directors
(provided that individuals becoming a director hereafter who are
nominated or who are elected by the Incumbent Board shall be
considered as though such individuals are members of the Incumbent
Board); or (iii) the merger, consolidation or reorganization, which
results in the shareholders of the Company prior to the merger,
consolidation or reorganization, holding after the merger,
consolidation, or reorganization less than 51 percent of the combined
voting power entitled to vote generally in the election of directors
of the merged, consolidated, or reorganized corporation.
4. Definition of "Restricted Period". The definition of "Restricted
Period" set forth at Section 1(k) of the Agreement shall be deleted in
its entirety, and the following definition shall apply:
"Restricted Period" means the period of time that begins on the date
hereof and extends for the period of employment of the Executive by
the Company hereunder and for a period of twenty-four (24) months
following the termination of such employment for any reason
whatsoever.
5. Continued Validity. Except as specifically amended by this Amendment
as herein above provided, all other terms and conditions of the
Agreement shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties have set their hands and affixed their
seals to this Amendment to be effective as of the day and year first above
written.
COMPANY: EXECUTIVE:
Buckhead America Corporation
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Title: CEO Xxxxxx X. Xxxxxx
