10.3
AMENDMENT NO. 2
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 2 to Change of Control Agreement is made as of the
1st day of November, 1998, by and between Xxxxxxx Enterprises, Inc., a
Louisiana corporation (the "Company"), and Xxxxxxx X. Xxxxx (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of December 5, 1995 as amended by Amendment No.
1 to Change of Control Agreement dated as of May 1, 1998 (as amended, the
"Change of Control Agreement").
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's bonus, as set forth herein.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. CHANGE OF CONTROL AGREEMENT. Except as expressly amended
herein, all of the terms and provisions of the Change of Control Agreement
shall remain in full force and effect.
SECTION 2. AMENDMENT TO ARTICLE I, SECTION 1.1. Article I, Section
1.1 of the Change of Control Agreement is hereby amended to read in its
entirety as follows:
1.1 EMPLOYMENT AGREEMENT. After a Change of Control
(defined below), this Agreement supersedes the Employment
Agreement dated as of August 1, 1995 as amended by Amendment No.
1 dated as of January 1, 1997, Amendment No. 2 dated as of May 1,
1998 and Amendment No. 3 dated as of October 31, 1998, between
Employee and the Company (the "Employment Agreement") except to
the extent that certain provisions of the Employment Agreement
are expressly incorporated by reference herein. After a Change
of Control (defined below), the definitions in this Agreement
supersede definitions in the Employment Agreement, but
capitalized terms not defined in this Agreement have the meanings
given to them in the Employment Agreement.
SECTION 3. AMENDMENT TO ARTICLE II, SECTION 2.2. Article II, Section
2.2, paragraph (b) of the Change of Control Agreement is hereby amended to
read in its entirety as follows:
(b) BONUS. An annual incentive bonus (the "Bonus") of
$270,000, to the extent not already received, shall be paid in
cash (1) no later than November 30 of each year or (2) if the
Employee elects to receive the Bonus in the calendar year
following the year in which it was earned, between January 1 and
January 15 of such following year.
SECTION 4. AMENDMENT TO ARTICLE II, SECTION 2.4. Article II, Section
2.4, paragraph (a) of the Change of Control Agreement is hereby amended to
read in its entirety as follows:
(a) TERMINATION BY COMPANY FOR REASONS OTHER THAN DEATH,
DISABILITY OR CAUSE; BY EMPLOYEE FOR GOOD REASON. If, after a
Change of Control and during the Employment Term, the Company
(or, if applicable the ultimate parent company), terminates the
Employee's employment other than for Cause, death or Disability,
or the Employee terminates employment for Good Reason, the
Company shall pay to the Employee in a lump sum in cash within 30
days of the Date of Termination an amount equal to three times
the sum of (i) the amount of Base Salary in effect at the Date of
Termination, plus (ii) the Employee's Bonus.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
XXXXXXX ENTERPRISES, INC.
/s/ XXXXX X. XXXXXXXXX
By:___________________________________
Xxxxx X. XxXxxxxxx
Compensation Committee Chairman
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
______________________________________
Xxxxxxx X. Xxxxx
