SECOND 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. 00 Xxx Xxxxxxxxx Xxxx -
Xxxxx 00, Xxxxxxx, XX 00000, formerly 000 Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000, a
Nevada corporation ("XXXXXX") and XXXXXX X. XXXXXXX ("Executive") is hereby
amended (the "Second Amendment") as follows:
RECITALS
WHEREAS, XXXXXX wishes to further 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, as amended by the First Amendment to
Executive Employment Agreement, dated May 16, 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.
A. Section 5.B of the Agreement is hereby amended by deleting the
following: "Given that the Executive is key to XXXXXX'x continued financial
success and growth of its business XXXXXX desires to motive 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 $50,000,000.00 plus one and three-quarter
percent (1.75 %) on operating earnings from $50,000,001.00 to $100,000,000.00
plus one and one-half percent (1.50 %) on operating earnings from
$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."
B. Section 5.B is hereby amended to provide as follows: "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 potential
bonus arrangement. The Compensation Committee of the Board of Directors of
XXXXXX, in its absolute and sole discretion, may recommend to the Board of
Directors of XXXXXX that the Board of Directors of XXXXXX approve the grant of a
discretionary bonus to Executive for services it considers above and beyond the
scope of Executive's responsibilities. A discretionary bonus may be paid in cash
or stock options, at the sole discretion of the Compensation Committee of the
Board of Directors of XXXXXX, subject to the approval of the Board of Directors
of XXXXXX."
3. ENTIRE UNDERSTANDING; AMENDMENT. This Second Amendment supercedes the
Agreement, as previously amended, as it relates to Sections 5.B of the
Agreement, as previously amended, 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.
4. EFFECTIVE PERIOD. The Bonus Payment Compensation depicted herein shall
be effective from the period beginning August 10, 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 August 10, 2005.
In the presence of: EXECUTIVE
------------------------ ----------------------------
Name: Xxxxxx X. Xxxxxxx
XXXXXX CAPITAL CORP.
------------------------
Name: ----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
