Exhibit (e)(8)
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and
between Xxxxx International Services Corporation, a Delaware corporation
(formerly Xxxx-Xxxxxx Security Corporation) (the "Company") and Xxxx Xxxxxxxxx
(the "Executive"), dated as of the 2nd day of August, 2000.
WHEREAS, Executive and the Company are parties to an Employment
Agreement dated February 23, 1999, and amended and restated as of March 26, 1999
(the "Agreement"), providing for the Company's employment of Executive pursuant
to the terms therein stated; and
WHEREAS, Executive and the Board of Directors of the Company deem it to
be in Executive's and the Company's best interests to amend Section 5(a)(i)B of
the Agreement in its entirety by substituting in lieu thereof the text set forth
below:
"X. Xxxxxxxxx pay in an amount equal to the amount by which (x)
exceeds (y), where (x) is the sum of (1) the Annual Base Salary, (2) the
Annual Bonus and (3) the annual supplemental benefit compensation which,
absent termination, that would have been payable to Executive pursuant to
Sections 3(a), (b) and (d) of this Agreement as if Executive were still
employed hereunder during the period commencing on the Date of Termination
and ending on the last day of the then current Employment Period (as
determined under Section 1 hereof without regard to any further automatic
extensions occurring after the effective date of such terminaton (the
"Severance Pay Period"), and (y) is $1,000,000. For purposes of this
Section 5(a)(i)(B), the amounts payable under the preceding sentence shall
be based on the amounts in effect as of the Date of Termination, prorated
to reflect any partial years during the Severance Pay Period; provided that
the Annual Bonus shall be based on the Annual Bonus that would otherwise
have been paid to Executive under Section 3(b) for the year of termination
if all goals been achieved at the targeted level (as such term is used
in the clause (ii) of Section 3(b) above."
Except as set forth above, the terms of the Agreement shall continue in
full force and effect.
IN WITNESS WHEREOF, the Executive has hereto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Amendment No. 1 to the Agreement to be executed in its name on its
behalf, all as of the day and year first above written.
EXECUTIVE:
/s/ Xxxx Xxxxxxxxx
___________________________
XXXXX INTERNATIONAL
SERVICES CORPORATION
By /s/ Xxxxxx Xxxxxx
________________________
Name: Xxxxxx Xxxxxx
Title: Vice President and
General Counsel
