AMENDMENT NO. 1 to AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1

to

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of August 30, 2011, by and between Xxxxxx Bros. Co., a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxxx (“Xxxxx”).

WHEREAS, Xxxxx is currently employed by the Company pursuant to that certain Amended and Restated Employment Agreement, effective as of April 19, 2011 (the “Agreement”); and

WHEREAS, the Company and Xxxxx desire to amend the Agreement, as provided herein, in connection with the appointment of Xxxxx to the Board of Directors of the Company to fill a vacancy in Class I resulting from the retirement of Xxxxx X. Xxxxxxx III as the Company’s President and Chief Executive Officer on June 30, 2011 while Xxxxx is serving as Interim Co-Chief Executive Officer of the Company.

NOW, THEREFORE, the parties agree as follows:

1. A new Section 10 is hereby added to the Agreement to read in its entirety as follows:

“10. Resignation from Directorships and Officerships. Notwithstanding Xxxxx’x continued employment hereunder, the appointment of someone other than Xxxxx to the position of permanent sole Chief Executive Officer or Xxxxx’x ceasing to serve as co-Chief Executive Officer shall constitute Xxxxx’x resignation from the Board of Directors of the Company. In addition, the termination of Xxxxx’x employment for any reason shall constitute Xxxxx’x resignation from (i) any director, officer, or employee position Xxxxx has with the Company or any of its subsidiaries, and (ii) all fiduciary positions Xxxxx holds with respect to any employee benefit plans or trusts established by the Company. Xxxxx agrees that this Agreement shall serve as written notice of resignation in the foregoing circumstances.”

2. All other sections of, and cross-references in, the Agreement shall be renumbered accordingly based upon the foregoing amendment.

3. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered on the day and year first above written.

XXXXXX BROS. CO.
By:		/s/    XXXXXXX X. XXXXXXXX
		Xxxxxxx X. Xxxxxxxx
		Interim Co-Chief Executive Officer
XXXXX
/s/    XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx

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