Exhibit 10.11
AMENDMENTS
TO
RESTRICTED STOCK AGREEMENTS
THESE AMENDMENTS (the "Amendments") made as of this 23rd day of March
2007 to the Restricted Stock Agreement dated as of March 24, 2006 (the "2006
Agreement") and the Restricted Stock Agreement dated as of March 27, 2007 (the
"2007 Agreement," together with the 2006 Agreement, the "Agreements") each by
and between Xxxxxx Xxxxxx, Ltd. (the "Company"), a Delaware corporation and
Xxxxxxxx X. Xxxxxx (the "Participant").
WHEREAS, the Company and the Participant have previously entered into
the Agreements; and
WHEREAS, on March 23, 2007, the Compensation Committee of the Board of
Directors of the Company authorized the Amendments to the Agreements.
NOW, THEREFORE, effective as of March 23, 2007, the Agreements are
hereby amended as follows:
1. Section 5(d)(ii) of the 2006 Agreement is amended to add the
following sentence at the end thereof:
"In addition, in the event of: (A) any non-renewal of the Participant's
employment agreement with the Company or (B) a termination of the Participant's
employment by the Company without Cause (as defined in such employment
agreement), all restrictions on the Shares shall lapse and the Restricted Stock
shall immediately vest and cease to be Restricted Stock (but shall remain
subject to Sections 5(g) and 7 of this Agreement)."
2. Section 5(d) of the 2007 Agreement is amended in its entirety
to read as follows:
"(i) Except as provided in Section 5(d)(ii), the Participant shall
forfeit to the Company, without compensation, any and all Shares of Restricted
Stock that are not vested (but no vested portion of the Shares) and RS Property
upon the Participant's Termination of Employment for any reason.
(ii) If a Participant has entered into an employment agreement with the
Company on or prior to the Grant Date that provides for partial or complete
accelerated vesting on any Termination, the terms of such employment agreement
shall control the vesting of the Restricted Stock on any such Termination. In
addition, in the event of: (A) any non-renewal of the Participant's employment
agreement with the Company or (B) a termination of the Participant's employment
by the Company without Cause (as defined in such employment agreement), all
restrictions on the Shares shall lapse and the Restricted Stock shall
immediately vest and cease to be Restricted Stock (but shall remain subject to
Sections 5(g) and 7 of this Agreement)."
[Remainder of Page Left Blank]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed on this 2nd day of August, 2007.
XXXXXX XXXXXX, LTD.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Title: CFO
PARTICIPANT
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
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