Exhibit 10.25
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No.1 to the Employment Agreement between Xxxx Xxxxxx
("Executive") and Pyramid Breweries Inc., a Washington corporation (the
"Company") dated effective July 16, 2004 (the "Agreement") is dated and made
effective March 29, 2005.
1. Amendment to Paragraph 5(c) of Agreement. Pursuant to paragraph 25 of the
Agreement, this Amendment No. 1 is being executed by Executive and the Company
for the purpose of amending paragraph 5(c) of the Agreement in its entirety to
read as follows, and all other provisions of the Agreement shall remain in full
force and effect:
(c) Stock Awards. Subject to approval by the Company's Compensation
Committee, the Executive will be granted stock awards or stock units for
up to 350,000 shares of the Company's Common Stock on the following terms:
(i) Annual Awards. Executive will be granted stock awards or stock
units for 35,000 shares on each of January 1, 2006 and the next four
anniversaries of that date; provided, however, that if Executive's
employment is terminated by the Company without Cause or by
Executive for Good Reason, or as a result of Executive's death or
Disability (all as defined below), during 2005, Executive will
receive the stock award that Executive would have been entitled to
receive on January 1, 2006, and during any other year, Executive
will receive a prorated portion of the relevant annual award as of
the date Executive's employment is terminated;
(ii) Annual Performance Awards. Executive will be granted stock
awards or stock units for an additional 35,000 shares based on the
Company's achievement of certain performance goals as follows;
provided that if Executive's employment is terminated by the Company
without Cause or by Executive for Good Reason, or as a result of
Executive's death or Disability (all as defined below), during 2005,
Executive will receive the stock award that Executive would have
been entitled to receive on January 1, 2006 as if the applicable
performance goal had been met, and during any other year, Executive
will receive a prorated portion of the relevant annual performance
award as set forth below as if the relevant annual performance goal
had been reached, prorated to the date Executive's employment is
terminated and granted as of the date Executive's employment is
terminated:
(A) On January 1, 2006, if the Company achieves an increase
in return on average net equity for the year ending December
31, 2005, of at least 200 basis points as compared to return
on average net equity for the year ending December 31, 2004;
(B) On January 1, 2007, if the Company achieves an increase
in return on average net equity for the year ending December
31, 2006, of at least 200 basis points as compared to return
on average net equity for the year ending December 31, 2005;
(C) On January 1, 2008, if the Company achieves an increase
in return on average net equity for the year ending December
31, 2007, of at least 200 basis points as compared to return
on average net equity for the year ending December 31, 2006
(D) On January 1, 2009, if the Company achieves an increase
in return on average net equity for the year ending December
31, 2008, of at least 200 basis points as compared to return
on average net equity for the year ending December 31, 2007;
and
(E) On January 1, 2010, if the Company achieves an increase
in return on average net equity for the year ending December
31, 2009, of at least 200 basis points as compared to return
on average net equity for the year ending December 31, 2008.
The awards granted to Executive pursuant to this paragraph 5(c) will be in
the form of stock awards, provided that Executive can elect instead to
receive an award in the form of stock units by delivering to the Company
written notice to that effect no later than the 10th business day prior to
the grant date for that award. The stock awards or stock units will be
granted either under the Company's 2004 Equity Incentive Plan (the
"Plan"), or outside of the Plan, but subject to the terms and conditions
of the Plan. The stock awards or stock units will be subject to a
forfeiture restriction that will lapse on the first anniversary of their
respective grant dates. The stock awards or stock units will be evidenced
by award agreements in substantially the form attached hereto as Exhibit A
(the "Stock Agreement"), and will be subject to the terms and conditions
set forth in the Stock Agreement, the Plan and this agreement.
Notwithstanding any contrary provisions of the Plan or any successor
incentive plan, no stock award or stock units that have become vested
under this agreement shall be subject to forfeiture thereafter. The
forfeiture restrictions will lapse on an accelerated basis under certain
circumstances in the event of a Company Transaction or Change in Control
(both as defined in the Plan) or
upon a termination of Executive's employment by the Company without Cause
(as defined below), by Executive for Good Reason (as defined below) or as
a result of Executive's death or Disability. The Company shall use its
best efforts to obtain Form S-8 registration with respect to the shares of
the Company's Common Stock issuable pursuant to this agreement and to
maintain such registration for as long as Executive holds such shares.
2. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute a single agreement.
DATED as of the date first written above.
EXECUTIVE:
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Xxxx Xxxxxx
COMPANY:
PYRAMID BREWERIES INC.
By
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Name:
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Title:
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