EXHIBIT 10.13
EXECUTION COPY
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT
This Third Amendment (this "THIRD AMENDMENT") to the Employment
Agreement, dated as of February 4, 1998 (as previously amended pursuant to that
certain First Amendment to the Employment Agreement, dated as of May 26, 1999,
and that certain Second Amendment to the Employment Agreement, dated as of
December 6, 1999) (such Employment Agreement, as amended to date, the
"EMPLOYMENT AGREEMENT"), by and between ICM Equipment Company L.L.C. (the
"COMPANY"), and Xxxx Xxxxxx (the "EMPLOYEE"), is dated as of June 14, 2002. Each
capitalized term which is used and not otherwise defined in this Third Amendment
has the meaning given to such term in the Employment Agreement.
WHEREAS, after the date hereof, the Company shall merge (the "MERGER")
with and into H&E Equipment Services L.L.C., a Louisiana limited liability
company (the "SUCCESSOR ENTITY"). Accordingly, upon the consummation of such
Merger, the Successor Entity will be the successor of the Company.
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual agreements set forth
herein, the Company and the Employee hereby agree as follows:
1. AMENDMENTS TO THE EMPLOYMENT AGREEMENT.
(a) PREAMBLE. Effective as of the consummation of the Merger, in the
first paragraph of the Employment Agreement the phrase "ICM Equipment Company
L.L.C., a Delaware limited liability company" is hereby amended and restated to
read as follows: "H&E Equipment Services L.L.C., a Louisiana limited liability
company."
(b) SECOND WHEREAS CLAUSE. Effective as of the consummation of the
Merger, the second Whereas Clause of the Employment Agreement is hereby amended
and restated to read as follows:
"WHEREAS the Company wishes to employ Employee as its
Chairman, and Employee wishes to accept such
employment, on the following terms and conditions."
(c) ARTICLE II. Effective as of the consummation of the Merger,
Article II of the Employment Agreement is hereby amended and restated to read as
follows:
"Employee shall serve the Company as its Chairman and
shall perform such services and duties for the Company
as the Board of Directors of the Company may assign or
delegate to him from time to time commensurate with
Employee's education and experience or as provided in
the
Amended and Restated Operating Agreement of the
Company (as it may be amended from time to time, the
"Operating Agreement"). Employee shall devote his full
business time, attention, skill and effort exclusively
to the performance of his duties for the Company and
the promotion of its interest. Employee's duties
hereunder shall be performed at such place or places
as the interests, needs, businesses or opportunities
of the Company shall require."
(d) ARTICLE IV, DEFERRED COMPENSATION. Article IV of the Employment
Agreement, which is titled "Deferred Compensation," is hereby deleted and
Employee hereby agrees that Employee shall have no further rights and that the
Company shall have no further obligations, in each case, with respect to such
Article IV of the Employment Agreement.
2. THE EMPLOYMENT AGREEMENT. In all other respects the Employment
Agreement is ratified and shall, as so changed by this Third Amendment, continue
in full force and effect.
3. COUNTERPARTS. This Third Amendment may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
4. GOVERNING LAW. This Third Amendment shall be governed and
construed in accordance with the same laws as the Employment Agreement.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to the Employment Agreement.
ICM EQUIPMENT COMPANY L.L.C.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chief Executive Officer
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
