AMENDMENT
AMENDMENT, of the employment agreement by and between ENVIROTEST SYSTEMS
CORP., a Delaware corporation (the "Company") and XXX X. XXXX, (the
"Employee") dated January 1, 1996 (the "Agreement"), made as of the 4th day
of June, 1998.
WITNESSETH:
WHEREAS, the Company and the Employee entered into the Agreement on
January 1, 1996; and
WHEREAS, the Company and the Employee mutually agree to amend certain
terms and conditions of the Agreement.
NOW, THEREFORE, the parties hereby agree to amend the Agreement
effective as of the date of this Amendment is entered into, as follows:
1. Section 1(b) of the Agreement shall be amended to read in its
entirety as follows:
"The employment of the Employee by the Company hereunder shall commence
as of the date hereof and, unless sooner terminated in the manner herein
provided, shall terminate on the fourth anniversary hereof (the "Term")."
2. Section 8(b) of the Agreement shall be amended to read in its
entirety as follows:
"If (i) the Company terminates the employment of the Employee during the
Term other than for "cause" (as defined in Paragraph 8(a) of this
Agreement), or (ii) during the Term there is a change of control of the
Company and the successor entity (or purchaser) does not accept an
assignment of this Agreement, or (iii) the terms of the Employee's
employment are materially adversely changed or duties or responsibilities
are materially diminished, following a change of control or otherwise
(including, by way of example and not by limitation, by reason the
Employee ceasing to be a Vice President and Chief Financial Officer of the
Company), or (iv) a change of control occurs, as a result of which the
Company ceases to have any publicly-traded equity securities, whereupon,
in the case of clauses (ii), (iii) and (iv), the Employee shall have the
right to consider his employment hereunder to have been terminated by the
Company by giving written notice to the Company within 10 business days
after the effective date of such event or the date on which the Employee
believes that such adverse change has occurred, the action(s) constituting
such adverse change or diminution, if
2
applicable, and the fact that he is terminating this Agreement pursuant
to this Paragraph 8(b)(ii), (iii) or (iv), as applicable, then (A) the
Company shall retain Employee and Employee agrees to serve as a consultant
to the Company for the longer of the remainder of the Term or twenty-four
(24) months ("Consulting Period"); (B) the Employee's Options shall vest
as set forth in Section 4(b) above; and (C) the Employee shall be entitled
to continue to receive (1) on the same schedule as was in existence prior
to such termination payment of his base salary and all other benefits to
which he is entitled for the Consulting Period and (2) the pro rata
portion of any bonus earned by the Employee for the final year in which
the termination occurred."
This Amendment supersedes the Amendment dated as of April 21, 1998
between the Company and the Employee.
ENVIROTEST SYSTEMS CORP.
By: /s/ XXXX XXXXXX
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Name: XXXX XXXXXX
Title: Executive Vice President
/s/ XXX X. XXXX
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XXX X. XXXX
