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EXHIBIT 10.12
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into effective as of February 11, 1999, by and between PIA
Merchandising Services, Inc., a Delaware corporation ("Employer"), and Xxxxx X.
Xxxxx ("Executive").
R E C I T A L S
A. Employer and Executive have entered into that certain Employment
Agreement dated June 25, 1997, as amended pursuant to that certain Amendment No.
1 to Employment Agreement effective as of December 1, 1998 (the "Employment
Agreement"). Capitalized terms used herein but which are not otherwise defined
shall have the meanings given to such terms in the Employment Agreement.
B. Employer is currently negotiating the terms of an Agreement and
Plan of Merger pursuant to which a wholly owned subsidiary of Employer will
merge with and into a corporation to be formed to hold the operating companies
of the Spar Group (the "Merger").
C. In connection with the Merger and contingent upon the
consummation thereof, Executive and Employer desire to amend the terms of the
Employment Agreement as provided in this Amendment.
A G R E E M E N T
In consideration of the foregoing recitals and the respective
covenants and agreements contained herein, the parties, intending to be legally
bound, agree as follows:
1. CHANGE IN EXECUTIVE'S TITLE FOLLOWING THE MERGER. The provisions
of Section 1 of the Employment Agreement notwithstanding, upon the consummation
of the Merger, Executive shall cease to serve as Chief Executive Officer of
Employer and shall assume the office of Vice Chairman of Employer and such other
offices of Employer's subsidiaries as may be requested by Employer and
acceptable to Executive
2. NO WAIVER OF RIGHT TO RESIGN FOR MATERIAL REASON. Employer
acknowledges and agrees that, pursuant to this Amendment, Executive is
voluntarily agreeing to changes in his position, duties, responsibilities,
reporting responsibilities, status, titles and offices which would constitute
"Material Reason" as such term is defined in the Employment Agreement. The
execution of this Amendment notwithstanding, Executive shall have the right to
resign at any time within one year after the consummation of the Merger and
receive the benefits provided in the Employment Agreement upon his resignation
for Material Reason.
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3. FULL FORCE AND EFFECT. Except as expressly amended hereby, the
Employment Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
4. GOVERNING LAW. This Amendment shall be construed in accordance
with and governed by the Laws of the State of California without giving effect
to the principles of conflict of laws.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single agreement.
IN WITNESS WHEREOF, each of the parties has executed this Amendment
as of the dates set forth below.
"EMPLOYER": "EXECUTIVE":
PIA MERCHANDISING SERVICES,
INC., a Delaware corporation
By: /s/ XXXXX X. XXXX /s/ XXXXX X. XXXXX
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Title: Chief Financial Officer Xxxxx X. Xxxxx
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