Exhibit 10(f)
A M E N D M E N T
This Amendment is entered into as of the 14 day of January, 2003, between
Lesco, Inc., an Ohio corporation ("Lesco"), and Xxxxxxx X. Xxxxx (the
"Executive").
W I T N E S S E T H:
WHEREAS, Lesco and Executive, entered into an employment agreement dated
as of the 1st day of July, 1998, as amended pursuant to an amendment dated as
of the 3rd day of April, 2002 (said employment agreement, as amended, being the
"Employment Agreement," capitalized terms used herein shall have the respective
meanings ascribed thereto in the Employment Agreement); and
WHEREAS, Lesco and Executive desire to amend further the Employment
Agreement in certain respects as set forth in this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Notwithstanding the provisions of Subsection 7(a) of the Employment
Agreement, and in substitution and satisfaction of the requirements thereof
prior to and after this Amendment, Lesco shall (a) continue to provide to
Executive and his spouse and dependents in accordance with the terms of the
Employment Agreement the health insurance coverage that is presently in effect
and which was described on Annex A to the Employment Agreement and (b) sell to
Executive (at a purchase price determined on the basis of current policy
values) all of Lesco's interest in the policy of insurance on Executive's life
that presently is the subject of a split-dollar agreement between Lesco and
Executive.
2. Notwithstanding the provisions of Subsections 7(b), 7(c), 7(e) and
7(f) and Section 9 of the Employment Agreement, and in substitution and
satisfaction of the requirements thereof prior to and after this Amendment,
Lesco shall pay to Executive the aggregate sum of one hundred seven thousand
five hundred and 00/100 dollars ($107,500.00) concurrently with the execution
of this Amendment.
3. Notwithstanding, any other provision of the Employment Agreement, upon
the execution of this Amendment, Lesco shall transfer title to the laptop
computer and the cell phone described in Subsections 2(b) and 2(c) of the April
3, 2002 amendment to the Employment Agreement.
4. Notwithstanding any other provision of the Employment Agreement, upon
the execution of this Amendment, Executive shall forfeit Executive's existing
option to purchase thirty-three thousand eight-nine (33,089) common shares of
Lesco at a price of twenty-two and 00/100 dollars ($22.00) per share.
5. Concurrently with the execution and delivery of this Amendment, Lesco
shall deliver to Executive an agreement evidencing Executive's options to
acquire 45,000 common shares of Lesco at a price of $7.33 per share and
Executive shall deliver to Lesco his agreement evidencing his options to
acquire 33,089 common shares of Lesco at a price of $22.00 per share.
6. On and after the date of this Amendment, each reference in the
Employment Agreement to "this Agreement," "hereunder," "hereof," or words of
like import referring to the Employment Agreement shall mean the Employment
Agreement as amended by this Amendment. The Employment Agreement, as amended
by this Amendment, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
7. This Amendment shall be governed by and construed according to the
laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year previously set forth.
LESCO, INC.
By: /s/ Xxxxxxx X. XxXxxx
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Xxxxxxx X. XxXxxx, President
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
