EXHIBIT 10.29
June 10, 1999
Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Dear Xxxx:
This letter shall serve to confirm our conversation regarding the
change in your title and responsibilities at Color Spot Nurseries, Inc.
("Color Spot"). Effective immediately, you shall relinquish your title as
Chief Executive Officer but maintain your title as Chairman of the Board.
Chairman of the Board is a non-officer position. Your Employment Agreement
dated as of December 31, 1996 (the "Employment Agreement") is hereby amended
(x) to provide that the Company shall employ you as Chairman of the Board and
that you shall have such authority and responsibilities as are consistent
with being Chairman of the Board and (y) to provide that the Employment
Period (as defined in the Employment Agreement) shall expire on December 31,
2000; however the renewal provisions remain unchanged.
In addition, your bonus potential shall be revised as follows:
(x) For the fiscal year ending June 30, 1999, you shall be eligible
to receive a bonus consistent with Company bonus plan as approved by the
Board of Directors.
(y) For any fiscal year after June 30, 1999, the bonus referred to
in Section 5.2 of the Employment Agreement shall be amended as follows:
Achieve less than 80% of plan* 0
Achieve 80% of plan 17.5% of Base Salary
Achieve 100% or more of plan 35% of Base Salary
MID-TERM BONUS
Payout @ Minimum
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Minimum of plan* 35.0% of Base Salary
10% over plan 52.5% of Base Salary
20% over plan 70% of Base Salary
* In all cases, "plan" shall mean the plan approved by the Board of
Directors.
No bonus, however, shall be payable as part of any Renewal Severance
Payment.
This letter shall also serve to confirm that the definition of
"Triggering Event" contained in the Stock Repurchase Agreement dated as of
December 31, 1996 (the "Stock Repurchase Agreement") among Color Spot,
yourself and Xxxxx X. Xxxxxxxx, is hereby amended as it relates solely to you
(including your successors in event of your death) to also include (A) the
election by Color Spot to not renew your Employment Agreement as provided in
Section 4 of the Employment Agreement, (B) if you are terminated at any point
without "Cause" (as defined in the Employment Agreement) or (C) if you
voluntarily terminate the Employment Period after December 31, 2000.
Except as set forth in this letter, your Employment Agreement and
the Stock Repurchase Agreement shall remain in full force and effect.
However, you also hereby resign as an officer and director of each of the
subsidiaries of Color Spot. The foregoing amendments and your resignations
shall not be deemed to be termination without Cause for the purpose of any
agreement between you and Color Spot.
Sincerely,
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
On Behalf of the Board of Directors
ACCEPTED AND AGREED
/s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
