FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
XXXXXX CAPITAL CORP.
AND
XXXXXX X. XXXXXXX
The Executive Employment Agreement ("Agreement") made and entered into as of
January 1, 2005, by and between XXXXXX CAPITAL CORP. 000 Xxxx Xxxxx Xxxx,
Xxxxxxx, XX 00000, a Nevada Corporation ("XXXXXX") and XXXXXX X. XXXXXXX
("Executive") is hereby amended ("the first amendment") as follows:
RECITALS
WHEREAS, XXXXXX wishes to amend Executive's Agreement with respect to
Bonus compensation, and
WHEREAS, this amendment shall supercede and govern the Executive
Employment Agreement of January 1, 2005 with respect to Bonus Compensation,
NOW, THEREFORE, XXXXXX and Executive hereto covenant and agree as follows:
1. RECITALS. The above recitals are true and correct and fully
incorporated herein and form an integral part of this amendment.
2. BONUS PAYMENT COMPENSATION. Section 5.B of the Agreement is hereby
amended to read, "Given that the Executive is key to XXXXXX'x continued
financial success and growth of its business XXXXXX desires to motivate and
reward Executive through a bonus arrangement. Executive shall enjoy and receive
an annual bonus determined by two percent (2.0 %) of operating earnings as
defined in paragraph 12G on operating earnings from $0 to $50,000,000 plus one
and three-quarter percent (1.75%) on operating earnings from $50,000,001.00 to
$100,000,001.00 to $150,000,000.00 plus one and one-quarter percent (1.25%) on
operating earnings from $150,000,001.00 to $300,000,000.00 plus one percent
(1.0%) on operating earnings over $300,000,000.00. The Board of Directors of
XXXXXX, in its absolute and sole discretion, may grant a discretionary bonus, in
addition to the incentive bonus (as described above) for services it considers
above and beyond the scope of Executive's responsibilities. A discretionary
bonus may be paid in cash and or stock options, at the sole discretion of the
Board of Directors.
3. NOTICES. Section 15 (B) is amended to read: If to XXXXXX, then to:
Xxxxxx Capital Corp.
00 Xxx Xxxxxxxxx Xxxx-Xxxxx 00
Xxxxxxx, XX 00000-0000
4. ENTIRE UNDERSTANDING; AMENDMENT. This amendment supercedes the
Agreement as it relates to sections 5.B and 15 (B) of the Agreement and contains
the entire understanding between the parties relating to the employment of the
Executive with respect to Base Compensation by XXXXXX. It may not change orally
but only by an agreement in writing signed by the party or parties against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
5. EFFECTIVE PERIOD. The bonus Payment Compensation depicted herein shall
be effective from the period beginning January 1, 2005 through December 31,
2007.
IN WITNESS WHEREOF, XXXXXX has caused this Amendment to be executed by its
duly authorized officer, and Executive has hereunto subscribed his name, all as
of May 16, 2005.
In the presence of: EXECUTIVE
------------------------------- -----------------------------------------
Name:
XXXXXX CAPITAL CORP.
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Name: Name: Xxxxxx X. Xxxxxxx
Title: President & Chief Executive
Officer
