Exhibit 10.38
AMENDMENT NO. 3
TO
EMPLOYMENT AGREEMENT
This Amendment No. 3 to Employment Agreement is made as of the 31st
day of October, 1998, by and between ▇▇▇▇▇▇▇ Enterprises, Inc., a Louisiana
corporation (the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Employment Agreement with the
Employee dated as of January 1, 1997 as amended by Amendment No. 1 to
Employment Agreement dated as of January 1, 1997 and Amendment No. 2 dated
as of November 1, 1997, (as amended, the "Employment Agreement");
WHEREAS, the Employee has agreed to serve as the Company's Executive
Vice President; and
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's salary, effective November 1, 1998, and a change in the bonus
for which the Employee is eligible, effective November 1, 1997, as set
forth herein.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and
effect.
SECTION 2. Article I, Section 1 of the Employment Agreement is hereby
amended in its entirety as follows:
1. CAPACITY AND DUTIES OF EMPLOYEE. The Employee is employed by
the Company to render services on behalf of the Company as Executive
Vice President. As the Executive Vice President, the Employee shall
perform such duties as are assigned to the individual holding such
title by the Company's Bylaws and such other duties, consistent with
the Employee's job title, as may be prescribed from time to time by
the Board of Directors of the Company and/or the Company's Chief
Executive Officer.
SECTION 3. Article II, Section 1 of the Employment Agreement is
hereby amended to read in its entirety as follows:
1. SALARY. Effective November 1, 1998, a salary ("Base Salary")
at the rate of $300,000 per fiscal year of the Company ("Fiscal
Year"), payable to the Employee at such intervals as other salaried
employees of the Company are paid. For Fiscal Years ending prior to
November 1, 1998, the Employee's Base Salary shall be as set forth in
the employment agreement in effect for the relevant period.
SECTION 4. Article II, Section 2 of the Employment Agreement is
hereby amended to read in its entirety as follows:
2. BONUS. (a) Beginning November 1, 1997, the Employee
shall be eligible to receive an annual incentive bonus ("Bonus")
determined as provided below. The maximum bonus for which the
Employee shall be eligible ("Maximum Bonus") shall be determined
in accordance with the Company's Executive Maximum Bonus
Calculation Statement attached as Exhibit A hereto. For purposes
of such calculation, the Employee's Maximum Bonus shall be:
* $0 at the Below Threshold level
* $45,000 at the Threshold level
* $200,000 at the Target level
* $270,000 at the Outstanding level
(b) The percentage of the Maximum Bonus that the Employee shall
be eligible to receive shall be based upon three factors:
(i) 25% of the Maximum Bonus will be awarded based on earnings
per share growth;
(ii) 50% of the Maximum Bonus will be awarded based on business
unit earnings; and
(iii) 25% of the Maximum Bonus will be awarded based on the
attainment of other objectives that will be established by the Chief
Executive Officer and the President.
(c) The Bonus shall be paid in cash no later than 30 days
following the filing of the Company's annual report on Form 10-K for
the Fiscal Year in which the Bonus has been earned.
(d) With respect to Fiscal Years prior to the Fiscal Year ending
October 31, 1998, the Employee's Bonus shall be as set forth in the
employment agreement in effect for the relevant period.
SECTION 5. AMENDMENT TO ARTICLE III, SECTION 4. Article III, Section
4, paragraph (a), subparagraphs (i) and (ii) of the Employment Agreement
are hereby amended to read in their entirety as follows:
(i) the assignment to the Employee of any duties or
responsibilities that are inconsistent with the Employee's
status, title and position as Executive Vice President;
(ii) any removal of the Employee from, or any failure to
reappoint or reelect the Employee to, the position of Executive
Vice President, except in connection with a termination of
Employee's status as an employee as permitted by this Agreement;
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
▇▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Compensation Committee Chairman
EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
