Exhibit 10.1
SECOND AMENDMENT TO
XXXXXX X. XXXXXXXXX EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT, dated as of the 1st day of March, 2003 to the
Employment Agreement, dated as of January 1, 1991, as amended October 1, 1996
(the "Employment Agreement") between XXXXXX X. XXXXXXXXX ("Employee") and
XXXXXXX FURNITURE COMPANY, INC., a Delaware corporation (the "Company").
The Parties hereto desire to amend the Original Agreement. Except as
provided herein, all terms used in this First Amendment shall have the same
meaning as in the Original Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties hereto, intending to be
legally bound, agree as follows:
1. Section 2 of the Employment Agreement is amended in its entirety as
follows:
2. Term. The term of employment under this Agreement (the
"Term") shall commence January 1, 2003 and end on December 31, 2003
and, effective January 1, 2004, shall continue for each calendar year
thereafter unless either party gives notice (a "Termination Notice") on
or before November 1 of any calendar year that employment under this
Agreement will not continue for an additional period of one year
beginning on the following January 1.
2. Section 3(a) of the Employment Agreement is amended in its entirety
as follows:
a. Salary. During the Employee's employment hereunder, the
Company shall pay the Employee for all services rendered by the
Employee a base salary at an annual rate of $400,000. Such salary shall
be payable to the Employee in accordance with the Company's usual
paying practices, but not less frequently than monthly.
3. Section 3(b) of the Employment Agreement is deleted in its entirety
and Section 3(c) is renumbered as Section 3(b).
4. Section 4 of the Employment Agreement is amended in its entirety as
follows:
4. Duties. The employee shall continue to perform the duties
of Chairman of the Board of Directors of the Company and shall, under
the direction of the Board of Directors, faithfully and to the best of
his ability perform such duties and such other duties and
responsibilities as may be reasonably assigned by the Board of
Directors from time to time, including service as an officer of
director of any subsidiaries of the Company but not including service
as an officer or director of nonsubsidiary affiliates not in the same
business as the Company.
5. Section 6(a) of the Employment Agreement is amended in its entirety
as follows:
a. Non-competition Restriction. Except with the prior consent
in writing of the Company or as provided in the last sentence of this Section
6(a), the Employee shall not (A) during his employment hereunder or (B) for a
period of two years after termination of his employment hereunder in the event
Employee receives severance payments pursuant to Section 7(b) or Section 7(e),
directly or indirectly, in the same or a similar capacity to that in which he
performs services for Company, manage, operate, control, be employed by,
participate in, invest in or be connected in any manner with the management,
operation, ownership or control of any business or venture which is in
competition in the United States with the business of the Company, provided that
nothing herein shall prohibit the Employee from owning securities of the Company
or up to 5% of the outstanding voting securities of any issuer which is listed
on the New York or American Stock Exchange or as to which trading is reported or
quoted on the NASDAQ System. The provisions of this Section 6(a) shall not be
applicable in the event the Employee terminates his employment under Section
7(d).
6. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia without regard to conflict of laws.
7. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
8. The Employment Agreement as amended hereby and this Amendment shall
be read together to constitute one agreement. The parties hereto agree that the
Employment Agreement, as amended hereby, remains in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed on the day and year first above written.
XXXXXXX FURNITURE COMPANY, INC.
By: s/Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
