SECOND AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.70
This Second Amendment to Employment Agreement (this "Second Amendment") is
made as of September 22, 1998 (the "Amendment Date"), by and between Xxxxxx
Building Systems, Inc., a Delaware corporation (the"Company") and Xxxxxx X.
Xxxxx (the"Employee").
RECITALS
A. Pursuant to that certain Employment Agreement dated February 29, 1996 (the
"Agreement"), the Company hired the Employee to serve as it's Chief
Executive Officer and President.
B. Since the date of the execution of the Agreement, certain changes have
occurred in the market and the performance of the Company.
C. The Company, on behalf of it's shareholders, employees and the Board of
Directors, desires to recognize the Employee's excellent work, importance
to the Company and continued contribution to the Company.
D. The Company and the Employee desire to amend certain provisions of the
Agreement to account for such changes, in accordance with the terms and
provisions of this First Amendment.
CLAUSES
In consideration of the preceding, and the obligations, covenants and
duties identified below, the parties amend the Agreement as follows:
1. Delete existing Sections 1.1c, and 2.1e of The First Amendment in their
entirety, and substitute the following in their place.
1.1C For a period of three (3) years, commencing not later than July 1,
2001, and continuing through June 30, 2004, the Employee shall be available
to serve as an independent consultant to the Company. As such, Employee
shall be available to perform such duties as may be requested by the Board
of Directors, provided that such duties are consistent with Employee's
other commitments, responsibilities, and plans. During such period
Employee will also be entitled to participate in all Company health
benefits on terms that are substantially the same as are then in effect for
full time executive employees of the Company.
2.1E During each of the following (1) the period commencing on July 1,
2001, and continuing through June 30, 2002, and (ii) the period commencing
July 1, 2002, and continuing through June 30, 2003, Employee shall be paid
an amount equal to one hundred fifteen thousand dollars ($115,000.00) per
period. For the period commencing July 1, 2003, and continuing through
June 30, 2004, Employee shall be paid an amount equal to fifty thousand
dollars ($50,000.00). Said sums are to be payable in equal consecutive
monthly (weekly) installments as salary in exchange for Employee's
agreement in Section 1.1C (as amended hereinabove) to be available for c
consulting duties. However, said sums are guaranteed by the Company, and
will be payable to Employee (or his estate) even if Employee is not able to
perform consulting duties for any reason (including due to death or
incapacity).
2. The terms and provisions of this Second Amendment shall prevail if there is
any conflict between the terms of the First or Second Amendments and the terms
of the Agreement. However, except as the First or Second Amendments
specifically provided, all terms of the Agreement shall remain in full force and
effect without change, modification or deletion.
3. The laws of the State of Indiana shall govern the terms and provisions of
this Second Amendment.
The parties have executed this Second Amendment as of the Amendment Date.
EMPLOYEE: THE COMPANY:
Xxxxxx Building Services, a Delaware Corporation
\Xxxxxx X. Xxxxx By: \Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxx, Individually
Its: \Chairman of the Board
\Xxxxxx X. Xxxxxxx
Secretary/Treasurer
