EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
RESTATED AND AMENDED EMPLOYMENT AGREEMENT
BETWEEN
XXXXX X. XXXXXXX, XX.
AND
XXXXXXX & XXXXX, INCORPORATED
This Amendment No. 1 to the Restated Agreement is made as of January 1,
1999 by Xxxxxxx & Xxxxx, Incorporated (the "Company") and Xxxxx X. Xxxxxxx, Xx.
(the "Executive").
RECITALS
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The Company and the Executive entered into a Restated and Amended
Employment Agreement as of August 14, 1996 (collectively, the "Employment
Agreement"). The Company and the Executive now desire to amend the Employment
Agreement as set out below.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the Company and the
Executive agree as follows:
1. Section 1 (Employment) of the Employment Agreement, first paragraph,
is hereby amended to read in its entirety as follows:
1. Employment
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The Company hereby reaffirms its employment of the Executive as its
Chairman of the Board and Chief Executive Officer, and the
Executive hereby confirms his employment in that capacity.
Beginning on May 13, 1999, the Executive shall no longer be the
Chief Executive Officer of the Company, but shall remain as
Chairman of the Board (if so elected by the Board), Chairman of the
Executive Committee (if so elected by the Board) and an employee of
the Company.
2. Section 2.1 (Term) of the Employment Agreement is hereby amended to
read in its entirety as follows:
2. Term
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The term of this Restated Agreement commenced on May 9, 1979 and
shall end on May 10, 2000, unless terminated earlier in accordance
with
the provisions of this Restated Agreement. Upon mutual agreement
between the Executive and the Company, the term of this Restated
Agreement may be extended for an additional one-year period.
3. Section 3 (Duties and Authority) of the Employment Agreement is hereby
amended to add a new paragraph at the end of such Section that reads as
follows:
Notwithstanding the foregoing, beginning on May 13, 1999, (i) the
Executive shall no longer be required to devote his full business time
to the affairs of the Company nor shall he be prohibited from devoting
substantial time to personal business interests, (ii) the Executive
shall no longer serve as the Chief Executive Officer of the Company,
and (iii) the discretion and control exercised by the Board after such
date shall be such as is exercised by a board of directors over a
chairman of the board.
4. Section 4.1 (Base Salary) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
Notwithstanding the foregoing, beginning May 13, 1999, the Executive
shall be paid salary at an annual rate of $600,000 and the provisions
of paragraph 1 of this Section 4.1 shall no longer be applicable after
such date.
5. Section 4.2 (Annual Cash Bonus) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
Beginning on May 13, 1999, the Executive shall no longer be entitled
to earn an incentive cash bonus. However, he shall be entitled to a
prorated incentive bonus for 1999 payable in February 2000 based on
such May 13, 1999 date (i.e. 132 days out of a 365-day year). In
addition, Executive shall be entitled to a guaranteed bonus at an
annual rate of $400,000 beginning on May 13, 1999 (which shall be paid
in equal bi-weekly installments).
6. Section 4.3 (Vacations; Other Benefits) of the Employment Agreement,
paragraph 3, is hereby amended by deleting the phrase "or Chief Executive
Officer of the Company."
7. Section 8 (Executive's Option to Terminate Agreement) of the
Employment Agreement, paragraph (a), is hereby amended by deleting the
phrase "or Chief Executive Officer of the Company."
8. Section 9 (Consulting Agreement) of the Employment Agreement,
paragraph (c), is hereby amended to read in its entirety as follows:
(c) In consideration for the consulting services to be rendered by
the Executive, the Company shall pay the Executive during the
first and second years of consultation an amount equal to 100%
and 75%, respectively, of the total compensation ("Total
Compensation") accrued by the Company for services rendered by
the Executive during 1998. Total Compensation shall be computed
in the manner described in Section 6.3.
9. Section 9 (Consulting Agreement) of the Employment Agreement is hereby
amended to add a new paragraph to the end of such Section that reads as
follows:
The Executive shall be entitled to defer receipt of future consulting
payments. The deferral election may be made under the Company's
Deferred Compensation Program, or, if the Executive is not then
eligible to participate in the Deferred Compensation Program, such
other program with substantially the same economic benefits as are
available under the Deferred Compensation Program.
IN WITNESS WHEREOF, the Company and the Executive have signed this Amendment No.
1 as of the date first above written.
Executive Xxxxxxx & Xxxxx, Incorporated
/s/ XXXXX X. XXXXXXX, XX. By: /s/ XXXXXX X. XXXX
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Xxxxx X. Xxxxxxx, Xx.
Name: Xxxxxx X. Xxxx
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Title: Vice President
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