EXHIBIT 10.11
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is
entered into this 20th day of August, 2004 between Xxxxxxx International, Inc.
("Xxxxxxx") and Xxxxxxx X Xxxxx (the "Executive").
WHEREAS, the Executive and Xxxxxxx, Inc. ("LINC") entered into
an employment agreement dated December 9, 2002 (the "Employment Agreement");
WHEREAS, Xxxxxxx acquired the assets of LINC and assumed the
Employment Agreement; and
WHEREAS, the Executive and Xxxxxxx mutually desire to amend
the Employment Agreement;
NOW THEREFORE, the parties hereby agree to amend the
Employment Agreement as follows:
1. All references to LINC contained in the Employment
Agreement shall be amended to reference Xxxxxxx.
2. Article 4(b) shall be amended to read as follows:
"The Executive will be eligible to participate in Xxxxxxx'x
Short Term Incentive Plan at such target bonus and maximum bonus as shall be
established by the Committee after consultation with the Executive. On the date
of this Agreement, the Executive's target bonus is 75% of Base Salary and the
maximum bonus is 150% of Base Salary. The Executive's right to receive any bonus
under the Short Term Incentive Plan shall be determined based only upon
qualitative measurements established by the Committee after consultation with
the Executive and as set forth in accordance with the Short Term Incentive
Plan."
3. Article 4(c) shall be amended to add the following:
"All vacation earned must be taken by the end of the calendar
year following accrual or it is forfeited."
4. Article 5 shall be amended to read as follows:
"Xxxxxxx will provide the Executive with a monthly allowance
of One Thousand Dollars ($1,000.00) for expenses incurred by the Executive for
an automobile and its related operating expenses. Xxxxxxx shall also reimburse
the Executive for reasonable gas and insurance expenses as incurred, provided
that the Executive provides to Xxxxxxx an itemized written account and receipts
acceptable to Xxxxxxx."
5. Article 6(a)(iii) shall be amended to add the following:
"In addition, if such termination occurs on or after the
second anniversary of his employment with Xxxxxxx (and its predecessors), then
Xxxxxxx shall also pay Executive a
monthly amount equal to one-twelfth of the Executive's target bonus in effect at
the time of the Executive's termination of employment for a period of 24 months
following such termination."
6. Article 11 shall be amended by substituting the following
for Xxxxxxx'x and the Executive's address:
Xxxxxxx International, Inc.
00 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: General Counsel
If to the Executive, at such address as Executive provides to
Xxxxxxx from time to time as part of his personnel records, or to such other
names or addresses as Xxxxxxx or the Executive shall designate by notice to the
other in the manner specified in this paragraph.
No other terms of the Employment Agreement shall be modified
by this Amendment and the Employment Agreement shall continue in all other
respects in full force and effect in accordance with its terms.
This Amendment to Employment Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but al of which
together will constitute one and the same instrument.
XXXXXXX INTERNATIONAL, INC. EXECUTIVE
____________________________________ ____________________________________
By: Xxxx Xxxxxx Xxxxxxx Xxxxxxx X. Xxxxx
Its: Senior Vice President, General
Counsel and Corporate Secretary
