EXHIBIT 10.64
[RAILWORKS LETTERHEAD]
June 26, 2001
Xxxx Xxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Dear Xxxx:
Reference is made to the Amended and Restated Employment Agreement
("Agreement) pursuant to which you have been employed as Director, Business
Development of RailWorks Corporation. Terms used in the Agreement and not
otherwise defined herein will have the meaning ascribed to them in the Agreement
Effective June 1, 2001 ("Effective Date"), you agreed to serve as the
Chief Executive Officer of Employer. In connection therewith, we have agreed to
certain changes in the terms of your employment which are described below. Upon
execution of this letter by you, it shall constitute an amendment to the
Agreement. Except as modified by this Amendment, the Agreement shall remain in
full force and effect in accordance with its terms.
1. You shall serve as Chief Executive Officer of Employer
("CEO") reporting directly to the Board of Directors. Your appointment as such
shall be for a term of one year commencing on the Effective Date ending on May
31, 2002 ("Term of the Amendment"). The Board of Directors reserves the right
during the Term of the Amendment to hire another person as CEO, in which event
you shall relinquish the title and duties of such office, but, for the
remainder of the Term of Amendment, you shall be entitled to receive the
compensation provided for in this Amendment and shall assist such successor in
an orderly transition.
2. During the Term of the Amendment, you shall receive a Base
Salary of Three hundred twenty-five thousand ($325,000) dollars, payable as
provided in the Agreement. In the event the employment of Xxxx Xxxxxx as
Chairman of the Board of Directors is terminated during the Term of the
Amendment, your Base Salary shall increase to Four hundred thousand ($400,000)
effective with the first pay period following the termination of Xx. Xxxxxx'x
employment.
3. Employer will provide you with an efficiency apartment in the
area of its main office in Baltimore, MD and will reimburse you for travel
between your home and the Employer's main office.
4. You shall participate in all bonus and compensation plans
applicable to senior executive offices of Employer for so long as this
Amendment is in effect.
5. Upon the expiration of the Term of the Amendment, the
Agreement shall continue in effect in accordance with its terms as if this
Amendment had not been executed.
If this correctly sets forth our understanding, please sign below and
return a copy to Xx. Xxxxxx Xxxxxxxxxx, Esq. whereupon this Amendment will
become effective in accordance with its terms.
AGREED AND ACCEPTED: RAILWORKS CORPORATION
/s/ Xxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
-------------------- ----------------------
Xxxx Xxxxxxx Xxxx X. Xxxxxx
2
