EXHIBIT 10.43
September 18, 1997
Xx. Xxxxxx Xxxxxxxxx
ABM Janitorial Services
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx XX 00000
RE: SECOND AMENDMENT ("AMENDMENT") OF DIVISION EXECUTIVE EMPLOYMENT
AGREEMENT ("AGREEMENT")
Dear Henrik:
As you are aware, the Company has agreed to hereby amend your Agreement
(previously amended effective October 27, 1996) by this letter Amendment,
effective November 1, 1997, as follows:
D. TERM OF AGREEMENT shall be amended by deleting the first sentence thereof
and replacing it with: "Employment hereunder shall commence on November 1, 1997
for a term of twenty four (24) months, ending October 31, 1999 ("Term"), unless
sooner terminated pursuant to Paragraph O hereof."
The remainder of Paragraph D shall be unchanged.
X.1 SALARY shall be amended in its entirety to read:
"a. Effective until 10/31/97 Three Hundred Fifty Thousand Dollars
($350,000.00) per year (at the rate of $29,167 per month)
b. Effective on 11/1/97 and 11/1/98 and for each Fiscal Year of any
Extended Term, if any, of this Agreement, the Salary set forth in
Paragraph X.1(a) will be adjusted upward annually to reflect the
percentage increase change in the American Compensation Association
("ACA") Index for the Western Region ("ACA Index") with a six (6%) per
cent maximum increase. The adjustment, if any, shall be based upon
the projected ACA Index as published for the effective date of the
proposed increase hereunder. There shall be no downward adjustment in
Salary in the event the ACA Index shows a decrease from the prior
Fiscal Year."
X.5 BONUS shall be added to the Agreement to read:
5. BONUS: Subject to proration in the event of modification or termination of
employment hereunder, Executive shall be paid a bonus ("Bonus") based on
the profit ("Profit") for each fiscal year, or partial fiscal year, of
employment hereunder commencing November 1st and ending October 31st
("Fiscal Year") during the Term, and during the Extended Term, if any, of
this Agreement.
(a) Such Bonus for each Fiscal Year shall be 0.2842% percent (.002842) of
the Profit of the Northeast, Mid-Atlantic and Southeast Regions of the
Janitorial Division of Company and the Northeast Region of the
Engineering Division.
Xx. Xxxxxx Xxxxxxxxx
September 18, 1997
Page Two
(b) Profit is defined as the consolidated income before income taxes of
the Northeast, Mid-Atlantic and Southeast Regions of the Janitorial
Division of Company and the Northeast Region of the Engineering
Division, excluding: (1) gains or losses on sales or exchanges of
real property, (2) gains or losses on sales or exchanges of all or
substantially all of the stock or assets of a subsidiary corporation
or any other business unit of Company or any subsidiary corporation of
Company's parent corporation, (3) gains or losses on the
discontinuation of any business unit of Company or any subsidiary
corporation of Company's parent corporation, (4) any so called
corporate charges imposed by the Company's parent corporation, as a
percentage of sales, (5) the prior year portion of any year-end
insurance reserve adjustments and (6) the discretionary portion of any
Company contributions made to any profit sharing, service award or
similar plans.
(c) Subject to proration in the event of modification or termination of
employment hereunder, Executive's maximum Bonus for each year shall be
fifty per cent (50% of, or 0.5 times) the Salary for that year as set
forth in Paragraph F1 herein.
(d) Executive shall have the right to obtain an advance against such Bonus
at the end of each month of each Fiscal Year in an amount equal to
fifty per cent (50% of, or 0.5 times) the projected amount of such
Bonus based on the Profit at that time.
(e) Either the independent public accounting firm or the accounting
department of the Company's parent corporation shall determine the
Profit and Bonus for each Fiscal Year. Company shall pay Executive
the Bonus for the Fiscal Year (or the balance thereof after any
advances) when such accounting firm or department has made such
determination but no later than ninety (90) days after the end of each
Fiscal Year. The Bonus for any partial Fiscal Year shall be prorated
for the fraction of the Fiscal Year for which such Bonus is payable.
Absent bad faith or material error, the conclusions of such accounting
firm or department with respect to the amounts of the Profits and
Bonuses shall be conclusive upon Executive and Company.
Please sign all three (3) copies of this amendment letter and return two (2)
copies to Xxxxx Xxxx, Vice President and General Counsel, at the ABM Legal
Department in San Francisco.
Salary and Bonus increases will not be processed until both signed copies are
received by Xxxxx Xxxx.
Sincerely,
/s/ Xxxx X. Xxxx
Xxxx Xxxx
JFE/dbc
I agree to the foregoing.
/S/ XXXXXX XXXXXXXXX Dated: OCTOBER 3, 1997
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Xxxxxx Xxxxxxxxx
