EXHIBIT 10.9.2
SECOND AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
OF
XXXXX X. XXXXXX
This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXX
("Second Amendment") is made and entered as of October 1, 1999, by and between
Xxxxx X. Xxxxxx ("Employee") and Kaiser Ventures Inc. ("Kaiser").
Recitals
A. Employee is currently employed by Kaiser as Executive Vice President
and Chief Financial Officer and has an existing Employment Agreement with Kaiser
dated effective June 17, 1996, as amended by that certain First Amendment dated
effective January 15, 1998, between Kaiser and Employee (collectively the
"Employment Agreement").
B. Employee and Kaiser have mutually agreed to reduce Employee's time
commitment to Kaiser to approximately one-half time; and
C. Employee and Kaiser desire to amend the Employment Agreement solely as
provided herein to reflect their agreement with regard to the reduction in
Employee's time commitment to Kaiser.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of Section 1 of Employment Agreement. Section 1 of the
Employment Agreement is hereby amended in its entirety to read as follows:
Employment, Positions and Duties. Kaiser hereby continues the
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employment of Employee upon the terms and conditions set forth in the
Employment Agreement as amended herein. Employee's positions with
Kaiser shall continue to be Executive Vice President and Chief
Financial Officer. Employee shall have the responsibilities and
duties normally incident to such positions, including, but not limited
to, those duties and responsibilities set forth in Exhibit "A"
attached hereto and incorporated herein by this reference and such
other duties and responsibilities as may be reasonably assigned to him
from time-to-time by Xxxxxx'x President or Chief Executive Officer.
Employee agrees to devote fifty percent (50%) of his full business
time and attention to the discharge of his duties and responsibilities
under this Agreement with Employee generally being present at Xxxxxx'x
corporate offices Monday through Thursday, every other week. Kaiser
and Employee acknowledge the need for flexibility in Employee's work
schedule so that Employee agrees to adjust his general schedule to
give priority to, assist in the preparation for, and attend important
meetings for Kaiser that may occasionally be scheduled at times other
than Employee's general work schedule.
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2. Amendment of Section 3 of Employment Agreement. Section 3 of the
Employment Agreement is hereby amended in its entirety to read as follows:
Base Salary. Except in connection with the payment of any severance
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as provided herein, Employee's initial annual base salary shall be one
hundred five thousand ($105,000) per year.
Prior to the first meeting of the Board of Directors in any calendar
year, the Human Relations Committee of the Board will review
Employee's annual performance and salary on the same basis as other
executive officers and report its recommendations for any revision to
the full Board at such meeting.
Nothwithstanding anything contained in this Agreement to the contrary,
for the purposes of determining the amount of severance benefits to be
paid to Employee for any reason, Employee's base salary shall be
deemed to be his base salary as of September 30, 1999, and not the new
initial annual salary provided in this Section 3.
3. Confirmation of Participation in Bonus Program. Employee shall
continue to participate in Xxxxxx'x executive bonus program as provided in
Section 4 of the Employment Agreement or in any other bonus or incentive program
for executive officers adopted by Kaiser. However, Kaiser and Employee
acknowledge that any amounts paid to Employee, under any such bonus or incentive
programs, may be based on Employee's current annual base salary.
4. Confirmation of Benefits. Employee's benefits such as health, life,
dental and other similar benefits shall remain the same as those available to
full time executive officers of Kaiser as provided in Section 6 of the
Employment Agreement as they may change from time to time (although the total
amount of the benefit may be correspondingly reduced if it is based upon annual
base salary) except that Employee shall not: (i) accrue vacation time after
September 30, 1999; and (ii) be paid a car allowance. However, this provision
shall not be construed to cause any reduce in the severance benefits payable to
Employee as provided in the Employment Agreement as amended by this Amendment.
5. Payment of Certain Expenses. In addition to the payment of normal and
reasonable business expenses typically reimbursed in the course of work for
Kaiser, Kaiser shall pay Employee's reasonable travel expenses to and from
Xxxxxx'x corporate offices and reasonable hotel expenses while working at
Xxxxxx'x corporate offices. Employee shall pay for all of his personal meals.
6. Ratification of Employment Agreement as Amended. The Employment
Agreement is not amended in any respect except as expressly provided herein, and
the Employment Agreement as amended by this Second Amendment is hereby ratified
and approved in all respects
7. Governing Law. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to the Employment Agreement to be effective as of the day and year first written
above not withstanding the actual date of signature.
"Employee"
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
"Kaiser"
Kaiser Ventures Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman of
the Board, Chief Executive
Officer and President
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Chairman of the
Human Relations Committee
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REVISED
SCHEDULE "A"
XXXXX X. XXXXXX
Executive Vice President & CFO
This position will report to the President and Chief Executive Officer.
Responsibilities:
This position has the responsibility to manage all accounting, finance,
tax, and treasury functions for the Company and its subsidiaries; to represent
the Company with all outside entities coming under the purview of corporate
finance; to ensure all reporting requirements are met in a satisfactory and
timely manner; to assist senior management in analyzing, evaluating and pursuing
new business and growth opportunities; to manage the Company's annual budget and
capital plan processes; to manage the Company's financial analysis and modeling
function; to manage the Company's insurance program; and to monitor all project
development activities from the financial perspective. These duties include the
following:
. Assist CEO in analyzing, evaluating and pursuing business and growth
opportunities.
. Seek out, secure and manage all financing for future growth
opportunities and acquisitions.
. Oversee investor relations program implementation,
shareholder/investor communications.
. Oversee implementation of real estate financing strategy.
. Manage and oversee financial aspects of SEC compliance.
. Oversee the treasury and controller functions. Oversee all audit
procedures, outside auditors, and report to the Chairman of the Audit
Committee.
. Manage all aspects of the accounting function of the Company,
employing Generally Accepted Accounting Procedures.
. Manage the Company's annual budget and capital plan processes.
. Manage the Company's financial analysis and modeling function.
. Manage all tax planning and reporting.
. Manage all debt and equity structuring.
. Manage all insurance programs.
. Manage and oversee the Kaiser Eagle Mountain, operations, insuring
both smooth functioning of all administrative departments and
operations. Monitor all project development activities from the
financial perspective.
. Participate in major negotiations with third parties.
. Direct and manage, in coordination with the Sr. Vice President and
General Counsel, the operations of the Company in the absence of the
Chief Executive Officer.
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