EXHIBIT 10.5
AMENDMENT TO
EMPLOYMENT AGREEMENT
(XXXXX X. XXXXX)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is made
and entered into effective as of January 1, 1998, by and between CROWN
PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the
"PARTNERSHIP"), and XXXXX X. XXXXX ("EXECUTIVE").
RECITALS:
A. The Partnership and Executive are parties to that certain
Employment Agreement dated as of December 22, 1994 (the "AGREEMENT").
Capitalized terms used but not defined herein have the respective meanings
set forth in the Agreement.
B. The parties wish to amend the Agreement to provide for an extension
of its term and in certain other respects, in each case on the terms and
conditions set forth herein.
AGREEMENTS:
In consideration of the covenants and agreements set forth in this
Amendment, the parties, intending to be legally bound, agree as follows:
1. EXTENSION OF TERM. Section 2 of the Agreement is hereby amended by
deleting the phrase "December 31, 1997" and replacing it with the phrase
"December 31, 1999."
2. SEVERANCE ARRANGEMENT. Section 5.1 of the Agreement is hereby
amended (i) by deleting the word "six" in each place where it appears in the
section and replacing it with the word "12," (ii) by deleting the word "five"
where it appears in the section and replacing it with the word "11," and
(iii) by deleting the word "current" in each place where it appears in the
section and replacing it with the word "then-current."
3. TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL. The Agreement
is hereby amended by adding a new Section 5.4 reading as follows:
"5.4 TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL.
"5.4.1 Executive may terminate this Agreement at any
time within 180 days following a Change in Control (defined in
Section 5.4.2). If such a termination of this Agreement is based
upon a Good Reason to Quit (defined in Section 5.4.3), Executive
shall be entitled to his then-current Base Salary and other
benefits and bonuses through the date of termination, as well as
severance pay in an amount equal to 12 months
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of Executive's then-current Base Salary, payable in 12 equal
monthly installments commencing on the first day of the calendar
month following the date of termination and continuing on the first
day of each of the 11 calendar months next following.
"5.4.2 For purposes of this Section 6.4, the term
'Change in Control' means any transaction the effect of which is
that a majority of the general partner interests in the Partnership
are no longer held by one or more Affiliated Parties (as that term
is defined in Section 2.2.3 of that certain Purchase Rights
Agreement dated as of December 22, 1994 by and among the
Partnership, Executive, and certain other parties, as amended (the
"PURCHASE RIGHTS AGREEMENT")), unless such interests are acquired
by Executive, Xxxxx X. Xxxxx, HS Corp. of Oregon, or a designee of
HS Corp. of Oregon pursuant to Section 3.3.1 or 6 of the Purchase
Rights Agreement.
"5.4.3 For purposes of this Section 5.4, the term
'Good Reason to Quit' means any of the following: (i) a reduction
in Executive's compensation or employment benefits, (ii) a change
in Executive's title, (iii) a material change in Executive's
responsibilities, duties, or authority, (iv) a requirement that
Executive move his residence or report to work more than 75 miles
from the principal executive offices of the Crown Pacific Group as
of the date of termination, or (v) a determination by a physician
selected by the Board that Executive's poor health prevents or
materially limits or restricts his ability to perform his
responsibilities under this Agreement (even if Executive is not
Disabled (as defined in Section 5.3))."
4. EFFECT OF AMENDMENT. Except as expressly provided in this
Amendment, the Agreement shall remain unamended and in full force and effect.
All references in the Agreement to "this Agreement" shall be deemed to mean
the Agreement as amended by this Amendment.
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In witness whereof, the parties have executed this Amendment
effective as of the date first set forth above.
Partnership: CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: HS Corp. Of Oregon, General Partner
By:
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Title:
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By: Fremont Timber, Inc., General Partner
By:
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Title:
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Executive:
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Xxxxx X. Xxxxx
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