AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit 10.94
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into
effective as of the 31st day of December, 2009 by and between CHROMCRAFT REVINGTON, INC.
(the “Company”), a Delaware corporation, and XXXXXX X. XXXXXX (the “Executive”), who is the
Chairman and Chief Executive Officer of the Company,
WITNESSETH:
WHEREAS, the Company and the Executive are parties to an employment agreement dated July 1,
2008 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive mutually desire to amend the Employment Agreement as
provided in this Amendment; and
WHEREAS, the Employment Agreement shall remain in full force and effect in accordance with its
provisions, except as expressly set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises, the respective covenants,
agreements and waivers contained herein, the continued employment of the Executive by the Company
pursuant to the Employment Agreement, as amended hereby, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby
agree as follows:
Section 1. Amendment to Section 3(f) of the Employment Agreement.
Section 3(f) of the Employment Agreement is hereby amended and is superseded and replaced in its
entirety with the following:
(f) Relocation Expenses. If the Company and the Executive mutually
determine that it is appropriate for the Executive to relocate from his current
principal personal residence to a principal personal residence that is within 50
miles of an office of the Company that is acceptable to the Board of Directors
(“Company Office”), then the Company shall pay the following relocation expenses of
the Executive:
(i) Reasonable moving expenses of the Executive in connection with his
relocation to a principal personal residence that is located within 50 miles of a
Company Office;
(ii) Reasonable real estate brokerage commission and reasonable attorneys’
fees incurred by the Executive relating to the sale of his current principal
personal residence in connection with such a relocation; and
(iii) Reasonable closing costs (but not any points) and reasonable attorneys’
fees incurred by the Executive relating to his purchase of a principal personal
residence that is located within 50 miles of a Company Office.
The Executive shall be entitled to receive an additional payment from the
Company attributable to any income and employment taxes payable by the Executive as
a result of receiving any of the payments specified in the forgoing provisions of
this Section 3(f) (the “Gross-Up Payment”) in an amount such that, after payment by
the Executive of any income and employment taxes imposed upon the Gross-Up Payment,
the Executive shall retain an amount of the Gross-Up Payment equal to such taxes.
The Company shall pay rent in an amount not to exceed $1,200 per month for an
office of the Company in a location selected by the Executive and approved by the
Board of Directors, and such office shall be used by the Executive in connection
with the business and affairs of the Company for such period of time as the Board
of Directors deems appropriate.
Section 2. No Changes; Limited Waiver of Breaches.
(a) No Changes Except as Provided Herein. The Employment Agreement is not amended,
modified or changed in any respect except as provided in this Amendment. All covenants,
agreements, restrictions, provisions and obligations set forth in the Employment Agreement shall
remain and continue in full force and effect, and binding upon the parties, as provided in the
Employment Agreement, except as amended pursuant to this Amendment.
(b) Limited Waiver. Each of the Company and the Executive hereby waives any and all
breaches by the other of the Employment Agreement that may have occurred, any and all rights to
terminate the Employment Agreement that may have arisen, on or prior to the date of this Amendment.
Neither the Company nor the Executive waives any breaches or rights to terminate the Employment
Agreement that may occur or arise subsequent to the date of this Amendment.
Section 3. Miscellaneous.
(a) Binding Effect; Assignment. This Amendment shall be binding upon and inure to the
benefit of the Company and the Executive and their respective heirs, executors, representatives,
successors and assigns; provided, however, that the Executive may not assign this Amendment, and
his rights and obligations hereunder, without the prior written consent of the Company. The
Company may, without the consent of the Executive, assign this Amendment, and its rights and
obligations hereunder, to any subsidiary, affiliate or successor of the Company in connection with
any merger, consolidation, share exchange, combination, sale of stock or assets, dissolution or
similar transaction involving the Company. In the event of any such permitted assignment of this
Agreement, all references to the “Company” shall thereafter mean and refer to the assignee of the
Company.
(b) Amendment. This Amendment may be further amended or modified only by a written
agreement executed by both parties hereto.
(c) Headings. The headings in this Amendment have been inserted solely for ease of
reference and shall not be considered in the interpretation or construction of this Amendment.
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(d) Severability. In case any one or more of the provisions (or any portion thereof)
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Amendment, but this Amendment shall be construed as if such invalid, illegal, or unenforceable
provision or provisions (or portion thereof) had never been contained herein.
(e) Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute one and the same
agreement.
(f) Voluntary Execution; Construction. The Executive agrees that he has executed this
Amendment voluntarily and not as a condition to continued employment with the Company. This
Amendment shall be deemed to have been drafted by both of the parties hereto. This Amendment shall
be construed in accordance with the fair meaning of its provisions and its language shall not be
strictly construed against, nor shall ambiguities be resolved against, either party. THE EXECUTIVE
HEREBY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED ANY ADVICE, COUNSEL OR
RECOMMENDATION WITH RESPECT TO THIS AMENDMENT FROM THE COMPANY, ANY DIRECTOR, OFFICER OR EMPLOYEE
OF THE COMPANY OR ANY ATTORNEY, ACCOUNTANT OR ADVISOR FOR THE COMPANY.
(g) Entire Agreement. This Amendment constitutes the entire understanding and
agreement (and supersedes all other prior understandings, commitments, representations and
discussions) between the parties hereto relating to the matters specified in Sections 1 and 2
hereof.
(h) Governing Law; Venue; Waiver of Jury Trial. This Amendment shall be governed by
and construed in accordance with the laws of the State of Indiana, without reference to any choice
of law provisions, principles or rules thereof (whether of the State of Indiana or any other
jurisdiction) that would cause the application of any laws of any jurisdiction other than the State
of Indiana. Any claim, demand or action relating to this Amendment shall be brought only in a
federal or state court of competent jurisdiction located in the State of Indiana. In connection
with the foregoing, the parties hereto irrevocably consent to the jurisdiction and venue of such
court and expressly waive any claims or defenses of lack of jurisdiction of or proper venue by such
court. THE COMPANY AND THE EXECUTIVE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TO THE MAXIMUM
EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DEMAND, CLAIM, ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR OTHERWISE RELATING TO THIS AMENDMENT.
(i) Recitals. The recitals or “Whereas” clauses contained on page 1 of this Amendment
are expressly incorporated into and made a part of this Amendment.
(j) Restatement of Employment Agreement. The Company may restate the Employment
Agreement such that it shall contain in a single document all of the provisions of the Employment
Agreement, as amended pursuant to this Amendment; provided that any such amended and restated
Employment Agreement shall be signed by the Company and the Executive before it shall be effective.
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IN WITNESS WHEREOF, the Company and the Executive have made, entered into, executed
and delivered this Amendment as of the day and year first above written.
| /s/ Xxxxxx X. Xxxxxx | ||||
| Xxxxxx X. Xxxxxx | ||||
| CHROMCRAFT REVINGTON, INC. |
||||
| By: | /s/ Xxxxx X. Hamas | |||
| Name: | Xxxxx X. Hamas | |||
| Title: | Vice President — Finance | |||
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