Exhibit 10.27.1
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is made as of the 1st day
of May, 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 an Employment Agreement with the
Employee dated as of August 1, 1995 as amended by Amendment No. 1 as of
January 1, 1997 (the "Employment Agreement").
WHEREAS, the Employee has agreed to serve as the Company's Executive
Vice President - Finance and Chief Financial Officer.
WHEREAS, the Company has approved, effective May 1, 1998, certain
related changes in the terms of the Employee's employment as provided
below.
NOW THEREFORE, the Company and the Employee agree as follows effective
May 1, 1998:
SECTION 1. EMPLOYMENT AGREEMENT. Except as expressly amended herein,
all of the terms and provisions of the Employment Agreement shall remain in
full force and effect.
SECTION 2. AMENDMENT TO ARTICLE I, SECTION 1. The second paragraph
of Article I, Section 1 of the Employment Agreement is hereby amended to
read in its entirety as follows:
CAPACITY AND DUTIES OF EMPLOYEE. The Employee is
employed by the Company to render services on behalf of the
Company as Executive Vice President - Finance and Chief Financial
Officer. As the Executive Vice President - Finance and Chief
Financial Officer, the Employee shall perform such duties as are
assigned to the individual holding such title by the Company's
Bylaws and such other duties, consistent with the Employee's job
title, as may be prescribed from time to time by the Board of
Directors of the Company (the "Board") and/or the Company's Chief
Executive Officer.
SECTION 3. AMENDMENT TO ARTICLE II, SECTION 1. Article II, Section 1
of the Employment Agreement is hereby amended to read in its entirety as
follows:
1. SALARY. For the period ending December 31, 1996, a
salary ("Base Salary") at the rate of $155,000 per fiscal year of
the Company ("Fiscal Year"), payable to the Employee at such
intervals as other salaried employees of the Company are paid.
During the period from January 1, 1997 through May 14, 1998, the
Base Salary shall be $175,000 per Fiscal Year. Commencing May
15, 1998, the Base Salary shall be $285,000 per Fiscal Year.
SECTION 4. AMENDMENT TO ARTICLE II, SECTION 2. Article II, Section 2
of the Employment Agreement is hereby amended to read in its entirety as
follows:
2. BONUS. For the period ending October 31, 1995, the
Employee shall be eligible to receive an incentive bonus, the
amount of which shall be determined pursuant to Paragraph 4 of
the Prior Agreement. This incentive bonus shall be paid in cash
no later than 30 days following the filing of the Company's
annual report on Form 10-K for the Fiscal Year ending October 31,
1995. For the Fiscal Year ending October 31, 1996, the Employee
shall be eligible to receive a bonus (the "Bonus") of up to
$75,000. For the period from November 1, 1996 through October
31, 1997, the Employee shall be eligible to receive a Bonus of up
to $100,000 per Fiscal Year. For the period beginning November
1, 1997, the Employee shall be eligible to receive a Bonus of up
to $150,000 per Fiscal Year. The Bonus shall be comprised of two
elements, the quantitative element and the qualitative element:
(a) The quantitative element shall be equal to 75% of
the maximum Bonus and shall be based on the attainment of certain
goals to be established by the Company's Compensation Committee
and Employee.
(b) The qualitative element shall be 25% of the maximum
Bonus and shall be awarded at the discretion of the Chief
Executive Officer. The Chief Executive Officer and Employee
shall establish incentive goals and other criteria for the award
of the qualitative element.
The Bonus shall be paid in cash no later than 30 days
following the filing of the Company's annual report on Form 10-K
for the Fiscal Year in which the Bonus has been earned.
SECTION 5. AMENDMENT TO ARTICLE II, SECTION 3. Article II, Section 3
of the Employment Agreement is hereby amended to read in its entirety as
follows:
1. BENEFITS. The Company shall provide the Employee with
the following fringe benefits and perquisites:
(a) At Employee's election, either a Company furnished
automobile or an automobile allowance of $720 per month (in which
case the Company will reimburse the Employee for all gasoline,
maintenance, repairs and insurance for Employee's personal car as
if it were a Company-owned vehicle);
(b) Reimbursement for membership dues, including
assessments and similar charges, in one or more clubs deemed
useful for business purposes in an amount not to exceed $8,000
per Fiscal Year or such additional amounts as may be approved by
the Chief Executive Officer;
(c) First class air travel;
(d) Fully-paid insurance benefit package available to
all employees; and
(e) All other benefit programs similar to those
provided other employees of the Company.
SECTION 6. AMENDMENT TO ARTICLE III, SECTION 4. Article III, Section
4, paragraph (a), subparagraphs (i) and (ii) of the Employment Agreement
are hereby amended to read in their entirety as follows:
(i) the assignment to the Employee of any duties
or responsibilities that are inconsistent with the
Employee's status, title and position as Executive Vice
President - Finance and Chief Financial Officer;
(ii) any removal of the Employee from, or any
failure to reappoint or reelect the Employee to, the
position of Executive Vice President - Finance and Chief
Financial Officer, except in connection with a termination
of Employee's status as an employee as permitted by this
Agreement;
SECTION 7. AMENDMENT TO ARTICLE IV, SECTION 3. Article IV, Section
3, paragraph (a) of the Employment Agreement is hereby amended to read in
its entirety as follows:
(a) the Company shall pay to the Employee an amount
equal to two times the amount of Base Salary in effect at the
Date of Termination, payable in equal installments over a two-
year period at such intervals as other salaried employees of the
Company are paid; and
SECTION 8. AMENDMENT TO ARTICLE IV, SECTION 5. Article IV, Section 5
of the Employment Agreement is hereby amended to read in its entirety as
follows:
5. TERMINATION BY EMPLOYEE FOR REASONS OTHER THAN GOOD
REASON. If the Employee's status as an employee is terminated by
the Employee for reasons other than Good Reason, then the Company
shall pay to the Employee an amount equal to a single year's Base
Salary in effect at the Date of Termination, payable in equal
installments over a two-year period at such intervals as other
salaried employees of the Company are paid.
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.
By: /s/ XXXXX X. XXXXXXXXX
___________________________________
Xxxxx X. XxXxxxxxx
Compensation Committee Chairman
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
______________________________________
Xxxxxxx X. Xxxxx
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