1
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fifth Amendment to Employment Agreement (the "Fifth Amendment") is
made and entered into as of May 19, 1997, by and between XXXXXXX-XXXXXX, INC., A
Delaware corporation, with its principal office located in Santa Monica,
California (the "Company"), and XXXXXXX X. XxXXXXXX, an individual ("Employee").
RECITALS
WHEREAS, Company and Employee have entered into that certain Employment
Agreement dated as of August 14, 1992, as amended January 1, 1993, January 1,
1994, March 31, 1995 and January 1, 1996, providing for the employment of
Employee by Company pursuant to the terms of such Agreement; and
WHEREAS, Company and Employee have agreed that the terms of the
Employment Agreement should be modified to change the Term of Employment, Bonus
and Severance Agreement.
AMENDMENT TO AGREEMENT
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereby amend the Agreement,
effective as of May 19, 1997 as follows:
1. Section 2 of the Employment Agreement is deleted in its entirety and
the following is inserted in lieu thereof:
2. Term (a): Employee shall be employed by the Company pursuant
to his Employment Agreement for a term beginning on August 14, 1992, and
continuing through to and terminating at the close of business on
December 31, 1999, (unless earlier terminated pursuant to Section 9
hereof).
(b): In the event the Employment Agreement is terminated
due to change in control, or non renewal of the Agreement, except if
change in control or non renewal is for cause (which shall mean only
Employee's violation of criminal law, material wrongful act or omission,
malfeasance or gross negligence which causes material damage to the
business or reputation of the Companies), disability or death, the
Employee shall in consideration of his execution of the General Release
attached as Exhibit "A", hereof, be entitled to payment from the Company
equal to two (2) times the Employee's annual compensation. The annual
compensation would be the arithmetic average of the most recent three
(3) year period and would include salary and bonus as reported in the
Proxy Statement,
2
The Committee, after review and discussion, agreed to amend Xxxxxxx X.
XxXxxxxx'x existing Employment Agreement and to delete the existing bonus cap
agreement at $7.5 million and amend to a bonus cap as follows:
1997 Bonus 20% on profits of 3MM to 12.5MM (pre-tax, pre-bonus)
1998 Bonus 20% on profits of 3MM to 17.5MM (pre-tax, pre-bonus)
1999 Bonus 20% on profits of 3MM to 22.5MM (pre-tax, pre-bonus)
In addition, the Committee agreed to extend the Term of the Agreement to
12/31/99. The Committee approved the purchase of a membership in the Los Angeles
Country Club and to delete the severance section of the Agreement and amend to a
severance payment of two (2) times his annual compensation on termination of
Agreement due to change in control, or non-renewal of Agreement, except if
change in control or non-renewal is for cause, disability or death. The
Committee agreed that average annual compensation would be the arithmetic
average of the most recent 3 year period. Annual compensation would include
salary and bonus as reported in the Proxy Statement.
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
(Acting Secretary)
ACCEPTED FOR THE
ATTEST: BOARD OF DIRECTORS
/s/ XXXX X. XXXXXX /s/ XXXXXXX X. XXXXXXXX
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Xxxx X. Xxxxxx, Committee Chairman Xxxxxxx X. XxXxxxxx, Chairman
/s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, CFO
Executive Vice President and
Secretary
