EXHIBIT 10.26
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made as of this 1st
day of October, 2003, by and between The Cronos Group, a societe anonyme holding
organized and existing under the laws of Luxembourg (the "Company"), and Xxxxx
X. Xxxxxxx ("Younger"),
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and Younger are parties to the 2001 Amended and Restated
Employment Agreement, dated as of December 1, 2001 (hereinafter, the "Employment
Agreement"); and
WHEREAS, at the time the Company and Younger entered into the Employment
Agreement, Younger resided in the United Kingdom; and
WHEREAS, on or about October 1, 2003 (the "Effective Date"), Younger and his
family relocated to the San Francisco Bay Area; and
WHEREAS, the Company and Younger desire to amend the Employment Agreement to
reflect Younger's relocation to the San Francisco Bay Area;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the Company and Younger agree, effective as of the Effective
Date, as follows:
7. Confirmation of 2003 Annual Salary. The Company and Younger hereby
confirm that Younger's annual salary for the calendar year 2003 is Three Hundred
Twenty-Four Thousand One Hundred Seventy-Six Dollars ($324,176).
8. Amendment of Group/Executive Benefits Provision. Paragraph 6 of the
Employment Agreement is hereby amended and restated to read in its entirety as
follows:
"6. GROUP/EXECUTIVE BENEFITS
(a) Except as otherwise specifically provided herein, Younger and
his family shall participate, on terms no less favorable than are provided
to other executive officers of the Company, in any group and/or executive
life, hospitalization or disability insurance plan, health program,
pension, profit sharing, 401(k) and similar benefit plans (qualified,
non-qualified and supplemental) that the Company sponsors for its officers
or employees, and in other fringe benefits, including any automobile
allowance or arrangement, club memberships and dues, and similar programs
(collective referred to as the "Benefits"). All waiting periods for such
plans shall be waived, except with respect to any pension plan where
waiver of the applicable waiting period is not permitted. It is understood
that participating on the "same terms" as other executive officers of the
Company means the same rules and/or policies shall apply, recognizing that
the result upon applying them can be affected by different credited years
of service.
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EXHIBIT 10.26
(b) Without limiting the generality of the foregoing provisions of
this Section 6, the Company shall provide the following specific benefits
to Younger:
(i) Tax Preparation and Planning. The Company will pay the
fees for outside tax planning and tax return preparation services for
Younger, by recognized experts in such fields, and any fees or expenses
incurred by Younger in connection with any investigation or audit of such
returns by any taxing authority; provided, however, that Younger's
entitlement to reimbursement for his tax planning and tax return
preparation shall terminate with the 2004 calendar year (with Younger
entitled to reimbursement for the tax planning and tax return preparation
fees and expenses (including those incurred in connection with any
investigation or audit) he incurs for or attributable to calendar years
ending on or prior to December 31, 2003).
(ii) Vacation. Younger shall be entitled to twenty-five (25)
business days of vacation during each calendar year during the term of
this Agreement and any extensions thereof, prorated for partial years.
Younger may carry over to the subsequent year up to five (5) business days
of vacation each year that he does not use.
(iii) Life Insurance. For the term of this Agreement and any
extensions thereof, the Company shall, at its expense, procure and keep in
effect life insurance on the life of Younger, payable to such
beneficiaries as he may from time to time designate, in such amounts as
called for by the Company's current policy with respect to the provision
of life insurance to senior executives of the Company."
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EXHIBIT 10.26
9. Amendment to Notice Provision. Paragraph 21 of the Employment Agreement
is hereby amended and restated to read in its entirety as follows:
"21. NOTICES
Any notice, demand or communication required or permitted to be
given by any provision of this Agreement shall be deemed properly given if
given in writing or by electronic mail and either delivered through a
commercially recognized overnight delivery service or, if sent by
electronic mail or telecopier, to the party or to an officer of the party
to whom the same is directed, addressed as follows:
(a) If to Cronos, to: The Cronos Group
00, Xxxxx Xxxxxxx
Xxxxx Xxxxxxx 000
X-0000 Xxxxxxxxxx
Attn: Chief Executive Officer
With a copy to: Cronos Capital Corp.
Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: President
Fax: (000) 000-0000
(b) If to Younger, to: Xxxxx X. Xxxxxxx
Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Email: xxx@xxxxxx.xxx
Any party identified above may change the address to which notices
are to be given hereunder by giving notice to the other party in the
manner herein provided."
10. Continuance in Force of Employment Agreement. Other than as
specifically amended hereby, the terms and provisions of the Employment
Agreement shall remain in full force and effect. Younger shall be entitled to
all group and executive benefits provided by the terms and provisions of the
Employment Agreement, prior to the amendment thereof made hereby, for all
periods prior to the Effective Date, including benefits granted or awarded
subsequent to the Effective Date but attributable to periods prior to the
Effective Date.
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EXHIBIT 10.26
IN WITNESS WHEREOF, the Company and Younger have executed this Amendment as of
the date and year first above written.
"COMPANY"
THE CRONOS GROUP
By: /s/ XXXXXX X XXXXX
Xxxxxx X. Xxxxx
Its: Chief Executive Officer
"YOUNGER"
/s/ XXXXX X XXXXXXX
Xxxxx X. Xxxxxxx
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