Exhibit 10.5
Amendment to Employment Agreement
With Xxxxxxx X. Xxxx
August 2, 2000
This Amendment amends the Employment Agreement dated May 7, 1999,
between the undersigned Executive and Xxxxxx'x Operating Company, Inc.
In consideration of the mutual agreements herein, it is agreed as
follows:
1. The parties understand and agree that the provisions in Section 6
of the Employment Agreement which relate to TARSAP vesting during
Salary Continuation were intended to only apply to TARSAP I.
2. The parties agree that the following provision applies regarding
vesting of TARSAP II during a period of Salary Continuation:
The next potential vesting installment of TARSAP II for
Executive after the Separation Date if the installment is
earned will vest for Executive (all, part or none) at the
CEO's and HRC's discretion. If a Change in Control as defined
in Executive's Severance Agreement occurs during Salary
Continuation, Executive will only be entitled to the next
potential vesting installment of TARSAP II not otherwise
earned. Unvested shares at the end of Salary Continuation are
forfeited.
IN WITNESS WHEREOF, the parties have executed this Amendment as of this
2nd day of August, 2000.
Executive: Xxxxxx'x Operating
Company, Inc.
/s/ XXXXXXX X. XXXX By: /s/ XXXXXXX X. XXXXXXXX
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Title: Senior Vice President
