EXHIBIT 10.22
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Second Amendment") is
made and entered into as of December 4, 1996, by and between XXXXXX & XXXXX,
INC., a Delaware corporation ("Company"), and ("Employee").
BACKGROUND
A. The Company and Employee are parties to an Employment Agreement dated
as of September 1, 1995, as amended by that certain First Amendment to
Employment Agreement dated as of May 8, 1996 (as amended, the "Agreement").
B. The Company and Employee wish to amend the Agreement as hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the full receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Definition of "Corporate Change." Subsection (v) of the
last full paragraph of Subsection 7(e) of the Agreement is hereby deleted and
restated as follows:
"(v) Xxxxx X. Xxxxxx, the 1996 Xxxxxx Family Limited Partnership, the 1996
Xxxxx Xxxxxx Children Trust, the 0000 Xxxxxx Xxxxxx Children Trust, Xxxxxxx
X. Xxxxx, XX, the 1996 Xxxxx Family Limited Partnership, the 1996 Xxxxxxx
Xxxxx Children Trust, and the 1996 Xxxxxxxxx Xxxxx Children Trust,
collectively, own less than 20% of the Company's outstanding common stock,
or . . ."
2. Agreement to Remain in Effect. Except to the extent amended by this
Second Amendment, all of the terms, provisions, conditions, agreements,
covenants, representations, warranties and powers contained in the Agreement
shall be and remain in full force and effect and the same are hereby ratified
and confirmed. In the event of any inconsistency or conflict between this
Second Amendment and the Agreement, the terms, provisions and conditions of this
Second Amendment shall govern and control.
3. Governing Law. This Second Amendment shall be governed by and
construed in accordance with the internal laws of the State of Louisiana.
IN WITNESS WHEREOF the parties hereto have executed this Second Amendment
to Employment Agreement as of the day and year first above written.
EMPLOYER:
XXXXXX & XXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Printed Name: Xxxxxx X. Xxxxxx
-------------------------------------
Title: Chairman of the Compensation Committee
EMPLOYEE:
