EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered into as of February 20, 2006 by and between Xxxxxx Xxxxxx, Inc., a
Tennessee corporation (the "Company"), and Xxx Xxxxx ("Executive").
RECITALS:
The Company and Executive are parties to a certain Employment Agreement
dated as of May 13, 1996, as amended from time to time ("Employment Agreement").
The terms of this Amendment reflect modifications to the Employment Agreement in
connection with an Agreement and Plan of Merger dated as of February 20, 2006 by
and among Faith Media Holdings, LLC, a Delaware limited liability company, FM
MergerCo, Inc., a Tennessee corporation and a wholly-owned subsidiary of Faith
Media Holdings, LLC, and the Company (the "Merger Agreement").
AGREEMENT:
In consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereby
agree as follows:
Section 1. Upon the Effective Time, as defined in the Merger Agreement,
Executive's employment shall thereupon terminate and, notwithstanding any other
provisions of the Employment Agreement, Executive shall be entitled to receive
only the lump-sum severance payment set forth under Section I.2.(b) of the
Employment Agreement and no other benefits under the Employment Agreement;
provided, however, that Section I.2.(b) shall be amended to provide that such
lump-sum severance payment shall be equal to 2.99 times the sum of Executive's
W-2 compensation for calendar year 2005. Such lump-sum severance payment shall
be payable either at the Effective Time or, if necessary and appropriate to
comply with Section 409A of Internal Revenue Code, at the later of six (6)
months following the closing of the merger transaction or January 5, 2007.
Section 2. Upon termination of Executive's employment under the Employment
Agreement, Executive and the Company shall thereupon enter into a consulting
agreement (in a form acceptable to the Company and Executive) for a period of
one (1) year with the annual compensation thereunder to be identical with
Executive's annual base compensation immediately prior to Executive's
termination of employment. During the term of the consulting agreement, the
Company shall provide Executive with reasonable office space and the secretarial
support of Xxxxx Xxxxx. All non-competition obligations of Executive provided
for under the Employment Agreement shall terminate upon the expiration of term
of the consulting agreement.
Section 3. Except as modified pursuant to this Amendment, Executive's
Employment Agreement shall remain in full force and effect.
Section 4. This Amendment shall become effective as of the Effective Time,
as defined in the Merger Agreement.
Section 5. This Amendment may be executed by the parties in counterparts,
and such counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, Executive and the Company have executed this Amendment
as of the day and year first written above.
THE COMPANY:
XXXXXX XXXXXX, INC.
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
By: Xxxxxxx X. Xxxxx
Its: President and Chief Executive
Officer
EXECUTIVE:
/s/ Xxx Xxxxx
----------------------------------------
Xxx Xxxxx
2
