EXHIBIT 10.9A
AMENDMENT TO RETIREMENT AGREEMENT
XXXXXXXXXXXX XXXX & XXXXXXXXX
0000 XXXX XXXXXX XXXXX 0000
XXXXXX XXXX, XXXXXXXX 00000
(000) 000-0000
FACSIMILE
(000) 000-0000
XXXX X. XXXXXXXX
May 14, 1999
Xx. Xxxxxx X. Xxxxxxx
Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
P.O. Box 419777
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Re: REVISED AMENDMENT TO RETIREMENT AND CONSULTING AGREEMENT
Dear Xxxxxx:
Pursuant to our discussions and the requested revisions in your fax of
May 11, 1999, here is a revised proposed amendment to Dan's Retirement and
Consulting Agreement of October 16, 1998, and specifically in paragraph one,
should read as follows:
1. RETIREMENT
Retiree hereby resigns as Chief Executive Officer of Company, effective
immediately. Retiree further resigns as Chairman of the Board and Director
of Company and his employment as an employee of Company effective as of the
date of the appointment of his successor as Chief Executive Officer of
Company by the Special Selection Committee of the Board of Directors, or
such earlier date as may be occasioned by his death, disability, or his
unilateral Notice, in writing, of such earlier retirement date (the
"Retirement Date"). Retiree agrees that, even if none of the conditions
described in the preceding sentence have occurred, his resignation shall
become effective not later than the earlier of (a) the "Termination" of the
Agreement and Plan of Merger currently being negotiated between the Company
and a corporation to be formed by Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc.
(provided that such agreement is executed on or prior to May 31, 1999) as
that term ("Termination") is defined in Article 8 of that Agreement and
Plan of Merger and (b) March 31, 2000. Pursuant to this Amendment but only
to become effective upon execution of this Amendment by Company,
Retiree has signed and delivered to the Board of Directors a letter of
resignation in the form attached hereto as Exhibit A.
XXXXXXXXXXXX XXXX & XXXXXXXXX
Xx. Xxxxxx X. Xxxxxxx
May 14, 1999
Page 2
If this revised amendment is acceptable, please have an authorized officer
of the Company sign this amendment, per paragraph 20 of the Retirement and
Consulting Agreement, and return such original signature to me for my records.
Thank you for your attention to the matter.
Very truly yours,
XXXXXXXXXXXX XXXX & XXXXXXXXX
/S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
MGF:cml
cc: Xxx X'Xxxxxxxx
Xxxxxxx X. Xxxxxx
Agreed this 16TH day of MAY, 1999.
X'Xxxxxxxx Industries, Inc.
By: /S/ XXXXXXX X. XXXXXX, III
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Its: VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
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