EXHIBIT 10.21(b)
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (the
"Amendment") is made and entered into as of the 26th day of March, 1998 by and
between Xxxxx'x General Stores, Inc., an Iowa corporation (the "Company") and
Xxxxxx X. Xxxxxxxx ("Xxxxxxxx").
WHEREAS, the Company and Xxxxxxxx are parties to an Amended and Restated
Employment Agreement dated as of October 24, 1997 (the "Original Agreement"),
providing for Xxxxxxxx'x employment as Chief Executive Officer of the Company
under the terms and conditions set forth therein; and
WHEREAS, the Company and Xxxxxxxx have agreed that, effective as of May 1,
1998, Xxxxxx X. Xxxx shall serve as Chief Executive Officer of the Company and
that Xxxxxxxx will continue to serve the Company as the Chairman of the
Executive Committee.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of
Section 3 of the Original Agreement is hereby amended to read as follows:
3. Duties of Xxxxxxxx. During the period of his employment in the
capacity as Chairman of the Executive Committee, Xxxxxxxx will
perform his duties to the best of his ability, subject to the
control of the Board of Directors. It is agreed and understood
that Xxxxxxxx shall act as liaison between the Chief Executive
Officer of the Company and the Board of Directors to assure that
all matters for consideration are communicated to members on a
timely basis. At times when neither the Board of Directors nor
the Executive Committee are in session, Xxxxxxxx shall be
available to receive the report of the Chief Executive Officer
on their behalf. In addition, Xxxxxxxx shall have such other
duties and responsibilities as shall be mutually agreed upon by
Xxxxxxxx and the Chief Executive Officer of the Company,
including but not limited to providing assistance to the Chief
Executive Officer in representing the Company at business or
public occasions. The Company agrees that Xxxxxxxx shall
continue to occupy his present office as Chairman of the
Executive Committee and shall at all times have such authority
and discretion as is required in the carrying out of Xxxxxxxx'x
duties in a proper and efficient manner, subject to review by the
Chief Executive Officer and the Board of Directors.
2. OTHER REFERENCES TO POSITION AS CHIEF EXECUTIVE OFFICER.
All other references in the Original Agreement to Xxxxxxxx'x position and
service as Chief Executive Officer of the Company are hereby amended to
hereafter refer to Xxxxxxxx'x position and service as Chairman of the Executive
Committee.
3. RATIFICATION. Except as set forth herein, the terms and conditions of
the Original Agreement are hereby ratified, confirmed and approved.
4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be
deemed effective as of May 1, 1998.
IN WITNESS WHEREOF, the respective parties have caused this Amendment to be
executed as of the day and year first above written.
XXXXX'X GENERAL STORES, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
ATTEST:
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Corporate Secretary
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
