EXHIBIT 10.8.1
First Amendment
to the
Employment Agreement
of
Xxxxxxx Xxxxx
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF XXXXXXX XXXXX ("First
Amendment") is made and entered into as of January 6, 2000, by and between
XXXXXXX XXXXX ("Employee") and KAISER VENTURES INC. ("Kaiser").
Recitals
A. Employee is currently employed by Kaiser as Vice President, Resource
Development and Environmental Services and has an existing Employment Agreement
with Kaiser dated effective January 15, 1998, (collectively the "Employment
Agreement"); and
B. Employee and Kaiser have mutually agreed to the modification of certain
provisions of the Employment Agreement and therefore Employee and Kaiser desire
to amend the Employment Agreement solely as provided herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment of Paragraph 11 of Employment Agreement. Paragraph 11 of the
Employment Agreement is hereby amended as follows:
(a) Subparagraph 11.b. Subparagraph 11.b. of the Employment Agreement
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is hereby deleted in its entirety and the following new subparagraph 11.b.
is substituted therefore:
"b. any acquisition of common stock by a person or
"group" (as defined in section 13(d) of the Securities
Exchange Act of 1934), resulting in the "beneficial
ownership" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) by that person or group of more than
35% of the capital stock of Kaiser."
(b) Subparagraph 11.c. Subparagraph 11.c of the Employment Agreement
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is hereby deleted in its entirety an the following new subparagraph 11.c.
is substituted therefore:
"c. following the date of this Amendment there has
been an aggregate of net assets with a cumulative value that
exceeds the greater of (i) $30,000,000 or (ii) 30% of the
net equity of Kaiser at the time of the distribution
(whether by dividend or repurchase of stock) distributed to
any one or more Kaiser shareholders."
(c) Addition of Subparagraphs 11.d. and 11.e. Paragraph 11 of the
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Employment Agreement is amended by the addition of the following new
subparagraphs:
"d. During any period of two consecutive years, the
individuals who at the beginning of such period constitute
the Board of Directors of the Company, cease for any reason,
to constitute at least a majority thereof,
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unless the election, or the nomination for election by the
Company's shareholders, of each new director has been
approved at the time of such election or nomination by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period; or
e. The Board of Directors or any designated committee
determines, in its sole discretion, that any person (such as
that term is used in Sections 13(d) and 14(d) of the Exchange
Act) directly or indirectly exercises a controlling influence
over the management or policies or the Company."
2. Amendment of Paragraph 12 of the Employment Agreement. Subparagraph
12.c. of the Employment Agreement is hereby deleted in its entirety, except for
that portion of the paragraph commencing with "then, at Employee's option---"
and ending with the words "Paragraph 13 below," and the following new portion of
Subparagraph 12.c. is substituted therefor:
"c. Any failure to provide Employee with compensation and
benefits in the aggregate on terms that are materially less
favorable than those enjoyed by Employee under this
Agreement immediately prior to a Material Change, or the
subsequent taking of any action that would materially reduce
Employee's compensation and benefits in effect at the time
of the Material Change."
3. Amendment of Paragraph 13 of the Employment Agreement. Paragraph 13 of
the Employment Agreement is hereby amended as follows:
(a) Subparagraph 13.a. The phrase "as measured by the preceding
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year's bonus" in subparagraph 13.a. is hereby deleted in its entirety and
the following new phrase is substituted therefore in Subparagraph 13.a.:
"as measured by Employee's average percentage bonus over the past five
years (or such lesser period of time during which Employee was eligible to
receive a bonus)."
(b) Subparagraph 13.b. The phrase in Subparagraph 13.b, "averaged
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over the two (2) immediately preceding years" is herein deleted and
replaced with the phrase "as measured by Employee's average percentage
bonus over the past five years" (or such lesser period of time during which
Employee was eligible to receive a bonus)."
(c) Subparagraph 13.c. The word "will" in Subparagraph 13.c is hereby
deleted and replaced with the word "with," such that the end of
Subparagraph 13.c reads "in proportion to shares owned together with all
other shareholders."
(d) Additional Paragraph. Paragraph 13 of the Employment Agreement is
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hereby amended by the addition of the following paragraph at the end of the
current Paragraph 13.
"For purposes of this Agreement, "average percentage
bonus over the past five years" shall mean the average
percentage bonus received by Employee for the five years
preceding the year of termination (or for such lesser period
in which bonus payments were received) as applied to the
Employee's current annual base salary." is substituted
therefore:
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4. Amendment of Paragraph 16. Paragraph 16 of the Employment
Agreement is hereby amended by deleting the reference to "ninety (90) days" and
substituting therefore "one hundred twenty (120) days."
5. Amendment of Paragraph 18. Paragraph 18 of the Employment
Agreement is hereby amended by the addition of the following phrase to the end
of the first sentence of Paragraph 18, "provided, however, Employee shall give a
minimum of ninety (90) days advance written notice."
6 Ratification of Employment Agreement as Amended. The Employment
Agreement is not amended in any respect except as expressly provided herein, and
the Employment Agreement as amended by this First Amendment is hereby ratified
and approved in all respects
7 Governing Law. This First Amendment shall be governed by and construed
in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to the Employment Agreement to be effective as of the day and year first written
above not withstanding the actual date of signature.
"Employee" "Kaiser"
Xxxxxxx Xxxxx Xxxxxx Ventures Inc.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx
President & Chief Executive Officer
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Chairman of the
Human Relations Committee
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