EXHIBIT 10.8
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum") is made as of
the 7th day of June, 2000, effective as of the 24th day of June, 1999, by and
between TARGET LOGISTICS, INC., a Delaware corporation (the "Company") and
XXXXXX XXXXXXXXX (the "Executive").
INTRODUCTORY STATEMENT
The Company and Executive entered into an Employment Agreement dated as
of June 24, 1996 (the "Original Agreement"). The parties desire to extend the
term of the Original Agreement for an additional three-year term, and amend
certain other provisions of the Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
A. All capitalized terms not otherwise defined in this Addendum
shall have the meanings set forth in the Original Agreement.
B. The first sentence of Section 2(a) of the Original Agreement s
amended in it entirety to read as follows:
The Executive shall serve as President and Chief Executive
Officer of the Company and as Executive Vice President of each of
Amertranz and CAS for a term commencing on the Commencement Date
and expiring on June 30, 2002.
C. The first sentence of Section 3(a) of the Original Agreement is
amended in its entirety to read as follows:
Base Salary. In consideration of his
employment hereunder, the Company shall pay to the
Executive, in such installments as shall accord
with the normal pay practices of the Company, but
no less frequently than monthly, an annual salary
at the initial rate of $166,833 per annum ("Base
Salary").
D. Section 3(c) of the Original Agreement is hereby amended in its
entirety to read as follows:
Definition of EBITDA. For purposes of this
Agreement, the term "EBITDA" shall be the sum of
(1) $5,233,026 plus (2) the income of the Company,
but before any (i) interest expense, (ii) income
taxes or other taxes based on income, (iii)
amortization expense, (iv) depreciation expense,
and (v) any extraordinary or other one-kind income
or loss. The calculation of clause (2) in the
above formula shall be derived from the audited
financial statements of the Company, computed in
accordance with generally accepted accounting
principles, consistently applied.
E. Section 7(b) of the Original Agreement is hereby amended to
delete subsection (ii) thereof in its entirety, and redesignate
subsection (iii) thereof as subsection (ii) thereof.
F. Section 10(b) of the Original Agreement is hereby amended in its
entirety to read as follows:
The interpretation and construction of this
Agreement shall be governed by the laws of the
State of Maryland.
G. The first sentence of Section 11 of the Original Agreement is
hereby amended in its entirety to read as follows:
Arbitration. Disputes between the parties
arising under or with respect to this Agreement
shall be submitted to arbitration in the City of
Baltimore, Maryland, by a single arbitrator under
the rules of the American Arbitration Association
or a similar organization, and the arbitration
award shall be binding upon the parties and
enforceable in any court of competent
jurisdiction.
H. Section 12(b) of the Original Agreement is hereby amended to read
in its entirety as follows:
All notices or other communications described
herein or contemplated hereby shall be in writing
and shall be deemed to have been duly given if
transmitted by facsimile (with proof of delivery)
or mailed by registered or certified mail, return
receipt requested (i) if to the Company, directed
to Target Logistics, Inc., 000 Xxxx 00xx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, and (ii) if to the
Executive, directed to Xx. Xxxxxx Xxxxxxxxx at
X.X. Xxx 000, Xxxxxxxxx, Xxxxxxxx 00000, or to
such other address as the parties may in writing
establish by notice in accordance herewith.
I. In all other respects, the Original Agreement, as amended hereby,
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
day and year first above written.
WITNESS: TARGET LOGISTICS, INC.
/s/ By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
WITNESS:
/s/ By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
