Exhibit 10(l)
FIRST AMENDMENT TO
STOCK PURCHASE ASSISTANCE AGREEMENT
THIS AMENDMENT ("Amendment") is dated as of January 31, 2000 and is by
and between OTR Express, Inc. (the "Company") and Xxxxxx X. Xxxxx, Vice
President-Finance and Chief Financial Officer of the Company ("Xxxxx").
This Amendment relates to and amends that certain Stock Purchase
Assistance Agreement dated February 27, 1998 by and between the Company
and Xxxxx (the "Agreement").
Section 7(c) of the Agreement is hereby amended to read as follows:
If either (i) Ruben's employment is terminated
by the Company without Cause or (ii) there is a
Change of Control of the Company, then the
Company (or such successor) shall pay, directly
to the Bank, the balance of principal amount
outstanding (if any) at such event on Ruben's
Loan for the benefit of Xxxxx (which amount may
be taxable to Xxxxx as compensation) provided
that contemporaneously with such payment (x)
the Bank shall execute and deliver to the
Company (and/or such successor) a termination
of the Guaranty and a release of the Company
(or such successor) from any and all
obligations thereunder and (y) Xxxxx executes
and delivers to the Company (and/or such
successor) a comprehensive release of claims,
including any employment related claims, that
are or may be alleged by Xxxxx, his
representatives and heirs against the Company
(and/or such successor).
The remainder of the Agreement, and the Agreement as amended, shall
continue in full force and effect.
IN WITNESS WHEREOF, each of the parties have executed this Agreement
intending to be bound thereby.
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
OTR Express, Inc.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx