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EXHIBIT 10.5
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), made
as of the 22 day of May, 2000, by and among XXXX BROS. TRANSPORTATION INC., a
Delaware corporation (hereinafter referred to as "Xxxx"), and XXXXXX XXXXXX
("Xxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxx and Xxxxxx entered into an Employment Agreement, dated as
of December 8, 1997, as amended by that certain First Amendment to Acquisition
Agreement, Employment Agreement and Covenant Not to Compete by and between Boyd,
Rumsey, Xxxxxx Xxxxxxx and Xxxxxxx Transport, Inc., an Alabama corporation,
dated March 17, 2000 (as amended, the "Xxxxxx Employment Agreement"); and
WHEREAS, Xxxx and Xxxxxx desire to amend the Xxxxxx Employment
Agreement to modify certain terms and conditions contained therein, all as more
particularly set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, agreements, representations, warranties and covenants hereinafter set
forth, and the sum of ten dollars and other good and valuable consideration, the
receipt and sufficiency of which is hereby specifically agreed to and
acknowledged, the Xxxxxx Employment Agreement is hereby amended as follows:
1. AMENDMENT TO XXXXXX EMPLOYMENT AGREEMENT. The parties acknowledge
that the Xxxxxx Employment Agreement has been extended for each of the two
one-year extension periods set forth in Section 1 of the Xxxxxx Employment
Agreement, as such Section exists prior to being amended hereby. Section 1 of
the Xxxxxx Employment Agreement is hereby amended by deleting said Section in
its entirety and substituting in lieu thereof a new Section 1 reading as
follows:
"1. Term of Employment. Xxxx hereby employs Employee and Employee
hereby accepts such employment upon the terms and conditions set forth
in this Agreement. The term ("Term") of Employee's employment under
this Agreement shall be for a period commencing from the date hereof
(the "Effective Date") and terminating on the first anniversary of the
Effective Date (the "Termination Date"), unless such employment is
terminated or extended prior to the expiration of said period as
hereinafter provided. Employee shall have the right to extend the Term
for up to three (3) additional one year periods by providing notice to
Xxxx, in the case of the first such extension, within thirty (30) days
prior to the Termination Date, in the case of the second such
extension, within thirty (30) days prior to the anniversary of the
Termination Date, and in the case of the third such extension, within
thirty (30) days prior to the second (2nd) anniversary of the
Termination Date."
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2. NO OTHER MODIFICATIONS. Except to the extent expressly amended
herein, all terms and conditions of the Xxxxxx Employment Agreement are hereby
affirmed and shall remain in full force and effect.
3. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Alabama without giving
effect to any conflict or choice of laws principles.
4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has executed or caused this
Amendment to be executed on its behalf, all on the day and year first above
written.
XXXX BROS. TRANSPORTATION INC.
"Xxxx"
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CFO
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
