EXHIBIT 10.5(B)
AMENDMENT TO SERVICE AGREEMENT
This Amendment to Service Agreement (this "Amendment") is made as of the
8th day of July, 1998 by and between ELEMIS LIMITED, a United Kingdom company
(the "Company"), and Xxxx X. Xxxxxxxxxx ("Employee").
WITNESSETH:
WHEREAS, the Company and Employee entered into a Service Agreement dated
September 18, 1996, as amended by amendment dated March 25, 1997 (the "Service
Agreement"); and
WHEREAS, the Company and Employee desire to further amend the Service
Agreement as provided below.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. COMPENSATION.
(a) BASE SALARY. Clause 5(a) of the Service Agreement is
hereby amended to delete "(pound)52,500.00" on the third line thereof and
replace it with "(pound)83,602.00."
(b) BONUS. Clause 5(b) of the Service Agreement is
hereby deleted in its entirety and replaced with the following:
(b) Subject to the conditions described below, with respect to each Period
(as defined below) and financial year ("Year") during the term hereof,
Employee shall be entitled to receive additional cash compensation as
described in this Section 5(b) (the "Bonus") based on a budget of the
Company, including budgets for each Period (as defined below) within such
Year, which budgets include estimates of the net income before taxes of
the Company (the "Budgeted NIBT") for each such Period and for such Year
and which budgets shall have been approved by the Compensation Committee
of the Board of Directors (the "Committee") of Xxxxxxx Leisure Limited,
the Company's parent company ("SLL"). At the end of the first Period, if
the Company shall have met or exceeded the Budgeted NIBT for such date,
Employee shall be entitled to receive an amount equal to 0.25 times the
Base Salary then in effect for the Year in question; PROVIDED, HOWEVER,
that the amount described in this sentence shall not exceed two and
one-half percent (2.5%) of the budgeted net income before taxes of SLL for
such Period as set forth in the budget for SLL approved by the Committee
(the "SLL Budgeted NIBT"). At the end of the second Period, if the Company
shall have met or exceeded the Budgeted NIBT for such date (cumulatively
for the Year to date, and not solely for the second Period -
"cumulatively" in this sentence), Employee shall be entitled to receive an
amount equal to 0.50 times the Base Salary then in effect for the Year in
question, less the amount paid pursuant to the prior sentence; PROVIDED,
HOWEVER, that the amount described in this sentence shall not exceed two
and one-half percent (2.5%) of the SLL Budgeted NIBT for such Period. At
the end of the third Period, if the Company shall have met or exceeded the
Budgeted NIBT for such date (cumulatively for the Year to date, and not
solely for the third Period - "cumulatively" in this sentence), Employee
shall be entitled to receive an amount equal to 0.75 times the Base Salary
then in effect for the Year in question, less the amounts paid pursuant to
each of the prior two sentences; PROVIDED, HOWEVER, that the amount
described in this sentence shall not exceed two and one-half percent
(2.5%) of the SLL Budgeted NIBT for such Period. Any amount which the
Employee is entitled to receive pursuant to the preceding three sentences
shall be payable one-half within sixty (60) days after the end of the
Period in question and one-half within sixty (60) days after the end of
the Year in question. At the end of the fourth Period, if the Company
shall have met or exceeded the SLL Budgeted NIBT for such date
(cumulatively for the Year to date, and not solely for the fourth Period -
"cumulatively" in this sentence), Employee shall be entitled to receive,
within sixty (60) days after the end of such Period, an amount equal to
the Base Salary then in effect for the Year in question, less the amounts
paid pursuant to the second, third and fourth sentences of this clause
5(b) ; PROVIDED, HOWEVER, that the amount described in this sentence shall
not exceed two and one-half percent (2.5%) of the SLL Budgeted NIBT for
such Period. Notwithstanding the foregoing, however, (i) no excess over
budget, or shortfall under budget of revenues of the Company from sales to
Xxxxxxx Transocean Limited or any costs related thereto shall be deemed to
increase or decrease, as the case may be, other budgeted items of revenue
or expense for purposes of determining the Budgeted NIBT and (ii) if the
Company fails to meet the Budgeted NIBT for a Period as a result of
expenses incurred by the Company solely due to modification(s) in the
operating structure of the Company resulting from compliance with
tax-related advice from outside consultants to the Company, the Budgeted
NIBT shall, nonetheless, be deemed to have been met for such Period.
Employee shall only be entitled to receive a Bonus payment with respect to
a Period if he is employed hereunder on the last day of such Period. For
purposes of this Clause 5(b), "Period" shall mean each of the four fiscal
quarters of the Company during each Year hereunder.
2. ANNUAL SALARY REVIEW. Clause 6 of the Service Agreement is
hereby amended by deleting "Board" and replacing it with "Compensation
Committee of the Board of Directors of SLL."
3. EFFECTIVE DATE. The effective date of the amendments to
the Service Agreement contained in this Amendment shall be January 1, 1998.
4. NO OTHER AMENDMENT. Except as set forth in this Amendment,
all provisions of the Service Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
ELEMIS LIMITED
/S/ XXXX X. XXXXXXXXXX By: /S/ XXXXX X. XXXXXXX
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Xxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxx,
Chairman of the Board and
Chief Executive Officer of
XXXXXXX LEISURE LIMITED,
Duly authorized to sign
