XXXX X. XXXXXXXXX
AMENDMENT NO. 1
TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS AMENDMENT NO. 1 to Employment and Non-Competition Agreement (the
"Amendment") dated as of March 1, 1999 by and between Xxxx X. Xxxxxxxxx
(the "Employee") and OMNI Energy Services Corp. (the "Company").
WHEREAS, Employee and the Company entered into an Employment and Non-
Competition Agreement on July 21, 1998 (the "Agreement"); and
WHEREAS, Employee and the Company desire to amend the terms and
conditions of the Agreement in accordance with Section 16 thereof;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties agree as follows:
Section 2 of the Agreement is hereby amended and restated to read in
its entirety as follows:
2. TERM. Subject to the provisions for termination and for
extension upon a Change of Control as hereinafter provided, the
term of Employee's employment with the Company shall commence on
August 4, 1998 and shall expire on August 4, 2001, except that
the provisions of Sections 7 and 8 of this Agreement shall
survive the termination of this Agreement for a period of two (2)
years thereafter.
Section 3(d) of the Agreement is hereby amended and restated to read
in its entirety as follows:
(d) Of the 55,000 options granted pursuant to paragraph
3(c), 5,000 will be designated guaranteed return options (the
"Guaranteed Return Options"). If on January 1, 2000 the closing
price of the Common Stock, as reported on the Nasdaq National
Market System, or such other exchange on which the Common Stock
is then traded (the "Closing Price"), is not at least $10.00
greater than the per share exercise price of such Guaranteed
Return Options (the "Exercise Price"), then as to each Guaranteed
Return Option remaining unexercised at such date, the Company
shall pay Employee the amount, if any, by which (i) the sum of
the Exercise Price plus $10.00, exceeds (ii) the greater of (a)
the Exercise Price or (b) the Closing Price.
The second paragraph of Section 4 of the Agreement is hereby amended
and restated to read in its entirety as follows:
Employee shall be entitled in each year, at a time
convenient to the Company, to a vacation of three weeks per year
on the same policies as applicable to employees of the Company
generally and during which his salary will be paid in full.
The Agreement is hereby amended to include a new Section 22, which
shall read in its entirety as follows:
22. CHANGE IN CONTROL.
(a) Notwithstanding anything in this Agreement to the
contrary, in the event of a "Change of Control" (as hereinafter
defined), the term of this Agreement shall be automatically
extended without the necessity of any action on the part of any
party to expire on the third anniversary of such "Change of
Control."
(b) For purposes of this Agreement, "Change in Control"
shall mean any of the following events occurring after the
Effective Date:
(i) any "person," including a "group" as
determined in accordance with Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act"), other
than Advantage Capital Corporation and its affiliates (as
defined under the Exchange Act), is or becomes the
beneficial owner, directly or indirectly, of securities of
the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities;
(ii) as a result of, or in connection with, any
tender offer or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"),
the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the
Board of Directors of the Company or any successor to the
Company;
(iii) the Company is merged or consolidated with
another corporation or entity and, as a result of the merger
or consolidation, less than 80% of the outstanding voting
securities of the surviving corporation or entity is then
owned in the aggregate by the former stockholders of the
Company;
(iv) a tender offer or exchange offer is made and
consummated for the ownership of securities of the Company
representing 50% or more of the combined voting power of the
Company's then outstanding voting securities; or
(v) the Company transfers all or substantially all
of its assets to another corporation which is not a wholly-
owned subsidiary of the Company.
All capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Agreement.
Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
Any reference to the Agreement shall be deemed to be a reference to
the Agreement as amended hereby.
The validity of this Amendment, the construction of its terms and the
determination of the rights and duties of the parties hereto hereunder
shall be governed by and construed in accordance with the laws of the State
of Louisiana.
This Amendment may be executed by the parties in one or more
counterparts, all of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
OMNI ENERGY SERVICES CORP.
By:
Xxxxx X. Xxxxxxxxx
Chairman of the Board
By:
Xxxx X. Xxxxxxxxx
