AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.45
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) to the Amended & Restated Employment Agreement (“Agreement”), dated __________, by and between Xxxxxxxx Enterprises, LLC (“FELLC”), a Virginia limited liability company, on behalf of itself and its new ultimate parent company, Xxxxxxxx Enterprises Inc., a Delaware corporation (“Ferguson”; collectively, with their subsidiaries, the “Company”) and __________________ (“Executive”), is made effective on August 1, 2024 (“Effective Date”) pursuant to Section 22 of the Agreement.
In recognition of the Company’s recent corporate reorganization, the parties hereby resolve to amend the Agreement as follows:
1. All references in the Agreement to “Xxxxxxxx plc” are hereby replaced with “Xxxxxxxx Enterprises Inc.”
2. The following Section 25 shall be added to the Agreement:
“25. Annual Re-Election to the FEI Board: Executive acknowledges that continued service as a Director of Xxxxxxxx Enterprises, Inc. (“Executive Director”) is subject to applicable laws and Xxxxxxxx’x Certificate of Incorporation and Bylaws, each as they may be amended or restated from time to time. Such continued service is further subject to re-election at Xxxxxxxx’x Annual Meeting of Shareholders (“Annual Meeting”) and this Agreement conveys no right to re-nomination by Xxxxxxxx’x Board each year.
If Executive is not nominated for re-election or is not re-elected at an Annual Meeting, such event shall be deemed to be “Good Reason” in accordance with Section 12.3 of the Agreement. Otherwise, such event shall have no impact on this Agreement or be the basis for any other claim by Executive of any kind against the Company.”
All other terms remain unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
XXXXXXXX ENTERPRISES, LLC: EXECUTIVE:
| Xxxxxxx Xxxxxxx | Typed Name | |||||||
| Chief Human Resources Officer | ||||||||
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Schedule I
Xxxxxxxx Enterprises, LLC has entered into the Amendment to the Amended & Restated Employment Agreement (“Amendment”) set forth immediately above this Schedule I with each of the named executive officers of Xxxxxxxx Enterprises Inc. listed below, effective as of August 1, 2024.
1. Xxxxx Xxxxxx
2. Xxxxxxx Xxxxxxxx
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