FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.3
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into on this
25th day of August, 2005 by and between T-3 Energy Services, Inc., a Delaware
corporation (“Employer”), and Xxx Xxxxx (“Employee”) and amends the May 1, 2003 Employment
Agreement (the “Employment Agreement”) by and between Employee and Employer. Capitalized terms not
otherwise defined herein shall have the meanings provided in the Employment Agreement.
RECITALS
WHEREAS, Employee and Employer wish to amend certain provisions of the Employment Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and
warranties and subject to the conditions contained herein, the parties hereto covenant and agree as
follows:
A. The following new Section 4.10 shall be added to the end of Section 4 of the Employment
Agreement:
“4.10. TRANSACTION BONUS.
(a) In the event that a “change of control” (as defined in Section 8 hereof)
occurs on or prior to December 31, 2005, and the “transaction value per share” (as
defined below) equals $20.00 per share, Employer will pay to Employee a “transaction
bonus” equal to $5,230,769. If the transaction value per share exceeds $20.00 per
share, the transaction bonus will be equal to the sum of (i) $5,230,769 plus (ii)
the product of (x) 461,538 and (y) the difference between the transaction value per
share and $20.00. If the transaction value per share is less than $20.00 per share,
the transaction bonus will be equal to $5,230,769 reduced (but not below zero) by
the product of (i) 461,538 and (ii) the difference between $20.00 and the
transaction value per share. For purposes of this Section 4.10 the “transaction
value per share” shall mean the aggregate amount received for each share of Employer
common stock by the Employer’s stockholders in connection the change in control (as
determined in good faith by the Board of Directors).
(b) In the event that prior to December 31, 2005, Employee’s employment with
Employer is terminated (i) by Employer other than for “good cause” (as defined in
Section 7 hereof) or by reason of Employee’s death or “total disability” (as defined
in Section 6 hereof) or (ii) by Employee under circumstances constituting a
“Constructive Termination” (as defined in Section 7 hereof), Employee will be
entitled to receive from Employer any transaction bonus that becomes payable
pursuant to Section 4.10(a). In the event
that on or prior to December 31, 2005, Employee’s employment with Employer is
terminated (i) by Employer for good cause or, (ii) by Employee other than under
circumstances constituting a Constructive Termination, Employee will forfeit any
right to receive payment of any transaction bonus under this Section 4.10. For the
avoidance of doubt, in the event that a change of control does not occur on or prior
to December 31, 2005, Employee will not be entitled to receive payment of any
transaction bonus under this Section 4.10.
(c) The transaction bonus, to the extent payable pursuant to Section 4.10(a) or
Section 4.10(b), will be paid on or within five (5) business days following the
consummation of the change of control and will be subject to any payroll deductions
as may be necessary or customary in respect of Employer’s salaried employees in
general.
B. Clauses (c) and (d) of Section 8 of the Employment Agreement shall be removed and replaced
by the following:
“(c) Employer pay to Employee within thirty (30) days of such termination a lump-sum
cash payment equal to the product of (i) his monthly base salary under Section 4.1
hereof then in effect and (ii) the number of months remaining in the Term of
Employment (or, in the event of any termination, other than for good cause,
following a change of control of Employer, twenty four months); and (d) Employee
shall (i) for the number of months of base salary Employee is entitled to receive
under Section 8(c), continue to be covered by, or Employer shall provide comparable
coverage to Employee as was provided under, Employer’s medical and hospital
insurance as furnished to other employees generally, and (ii) following the
expiration of such period, be immediately eligible for such other insurance coverage
required by COBRA”
C. Section 3.3 of the Employment Agreement shall be amended such that in every instance in
Section 3.3 in which the term “payments” is used, such term shall be replaced by the term “payments
and/or benefits.”
D. The following new sentence shall be added to the end of Section 3.4 of the Employment
Agreement:
“Notwithstanding anything herein to the contrary, in the event of any breach by
Employee of any of the covenants and agreements set forth in Section 3.3 hereof, in
addition to any other remedies in law or equity that may be available to Employer,
including pursuant to the immediately preceding sentence, Employee shall immediately
return to Employer a pro-rata portion of any payment made to Employee pursuant to
Section 8(c) hereof equal to the aggregate amount of such payment multiplied by a
fraction, the numerator of which equals (a) the number of months of base salary
Employee is entitled to receive under Section 8(c) minus (b) the number of full
months elapsed from the date of Employee’s termination of employment with Employer
until the date of Employee’s breach, and the
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denominator of which is the number of months of base salary Employee is entitled to
receive under Section 8(c).”
E. Except as expressly amended hereby, the Employment Agreement shall remain in full force and
effect in accordance with its original provisions.
F. This First Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same agreement.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned duly execute this First Amendment as of the date first
written above.
| EMPLOYEE: | EMPLOYER: | |||||
| T-3 Energy Services, Inc. a Delaware corporation |
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/s/ Xxx Xxxxx
|
By: | /s/ Xxxxxxx X. Xxxxxx | ||||
Xxx Xxxxx
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Xxxxxxx X. Xxxxxx Chairman of the Compensation Committee of the Board of Directors |
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