AMENDMENT NO. 1 TO AMENDED AND RESTATED CEO EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 1 TO AMENDED AND RESTATED CEO EMPLOYMENT AGREEMENT
This
Amendment No. 1 (this “Amendment”)
to the Amended and Restated CEO Employment Agreement, dated December 15, 2008
(the “Employment
Agreement”), is entered into as of this 7th day of May, 2009, by and
between Xxxxxx Xxxxxx Partners Group Inc. (“TWP”)
and Xxxxxx X. Xxxxxx (“Xxxxxx”),
in his individual capacity.
WHEREAS,
TWP and Xxxxxx have previously entered into the Employment Agreement, a copy of
which is attached hereto as Annex A;
WHEREAS,
pursuant to section 5(a) of the Employment Agreement, Xxxxxx’x annualized base
salary is U.S. $200,000 (the “Original
Base Salary”); and
WHEREAS,
Xxxxxx and TWP agreed, in response to the 2008 business and economic climate and
in conjunction with firm-wide base salary reductions of 10% for employees above
a certain level, to similarly reduce Xxxxxx’x annualized base salary by 10% to
U.S. $180,000 (the “Reduced
Base Salary”).
NOW,
THEREFORE, in consideration of the premises, the sufficiency of which is hereby
acknowledged, TWP and Xxxxxx hereby agree as follows:
1. Base Salary. Xxxxxx
and TWP hereby ratify and affirm the reduction to Xxxxxx’x annualized base
salary by 10% from the Original Base Salary to the Reduced Base
Salary. The Reduced Base Salary will be in effect commencing on
January 1, 2009 until such time as both Xxxxxx and TWP agree to resume the
Original Base Salary or some other salary.
2. Effect on Termination
Provisions. Xxxxxx and TWP each acknowledge and agree that,
unless specifically stated in the applicable agreement or arrangement, any
voluntary or mutually agreed to (by and between Xxxxxx and TWP) modification
that results in a reduction, deferral or transfer by Xxxxxx of any compensation
due to him under the Employment Agreement (or any amendment thereto) shall not
be taken into consideration for purposes of application of section 9 of the
Employment Agreement (or any amendment thereto). Rather, for the
avoidance of doubt, for purposes of calculating or determining any payment due
Xxxxxx upon termination of his employment, unless the applicable agreement or
arrangement states otherwise, Xxxxxx shall be deemed to have earned the greatest
of (i) the original amount set forth in the Employment Agreement (or any
amendment thereto), (ii) any written agreement or amendment increasing that
amount, or (iii) the actual amount earned..
3. No Other
Amendment. Xxxxxx and TWP each acknowledge and agree that,
except as set forth in paragraphs 1 and 2 above, this Amendment does not
supersede, amend, modify or otherwise alter the obligations and provisions of
the Employment Agreement and all other provisions of the Employment Agreement
remain in full force and effect.
4. No Other
Agreement. Xxxxxx acknowledges and agrees that TWP and Xxxxxx
have no further agreement or understanding and no statements, representations,
warranty or covenants have been made by you or TWP with respect to the base
salary, other than as contained in this Amendment.
5. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of California, without regard to principles of conflicts of
laws.
IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Agreement on behalf of the respective parties hereto as of the date first
written above.
XXXXXX
XXXXXX PARTNERS GROUP, INC.
By: /s/ Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
General Counsel
XXXXXX X.
XXXXXX
in his
individual capacity
/s/ Xxxxxx X.
Xxxxxx
