EXHIBIT 10.31
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Amendment No. 1 to Employment Agreement (this "Amendment") is entered into and
effective as of the 3rd day of March, 1997, by and between CAPSTEAD MORTGAGE
CORPORATION, a Maryland corporation (the "Company") and XXXX X. XXXXX, an
individual resident of the State of Texas (the "Executive").
WITNESSETH:
-----------
WHEREAS, the Company and the Executive have entered into an Employment
Agreement dated and effective as of August 1, 1992 (the "Employment Agreement")
setting forth the terms and conditions of employment for the Executive;
WHEREAS, the Company and the Executive have agreed to enter into this
Amendment to amend certain terms and provisions of the Employment Agreement as
more specifically set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree to amend the Employment Agreement as follows:
1. Section 4(b)(2) of the Employment Agreement is hereby amended and restated
in its entirety to read as follows:
It is intended that prior to December 31, 1992, the Board shall develop and
adopt an incentive compensation plan for its executives (the "Plan").
Beginning with calendar 1993 and ending with calendar 1996, the Executive
will be paid the amount of incentive compensation determined pursuant to
the Plan or, if no such Plan has been adopted, at the discretion of the
Board.
2. Section 4(b)(3) of the Employment Agreement is hereby redesignated as
Section 4(b)(4) and a new Section 4(b)(3) is added to read as follows:
Beginning with calendar 1997, the Executive will be paid the amount of
incentive compensation determined at the discretion of the Compensation
Committee of the Board (the "Compensation Committee") or pursuant to
certain incentive compensation, incentive bonus or other plans administered
by the Compensation Committee.
3. In the event of any conflict between the terms of this Amendment and the
terms of the Employment Agreement, the terms of this Amendment shall control.
4. Except as otherwise amended hereby, all of the other terms and provisions of
the Employment Agreement shall remain in full force and effect and are hereby
ratified by the parties hereto.
5. This Amendment may be executed in any number of counterparts; each of which
shall be an original and all of which together shall constitute but one and the
same instrument. The delivery of counterpart signatures by facsimile
transmission shall have the same force and effect as the delivery of a signed
hard copy.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of
the day and year first written above.
COMPANY:
CAPSTEAD MORTGAGE CORPORATION
By /s/ XXXXXX X. XXXXXX
--------------------
Xxxxxx X. Xxxxxx,
Senior Vice President - Control
EXECUTIVE:
By /s/ XXXX X. XXXXX
-----------------
Xxxx X. Xxxxx
