EXHIBIT 10-D
AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 to Amended and Restated Employment Agreement (this
"Amendment") is made and entered into by and between Veritas DGC Inc., a
Delaware corporation (hereinafter referred to as "Employer"), and Xxxxxxx X.
Xxxxxx, an individual currently resident in Houston, Texas (hereinafter referred
to as "Employee"), effective as of November 14, 2001.
WITNESSETH:
WHEREAS, Employer and Employer entered into an Amended and Restated
Employment Agreement (the "Agreement") dated effective October 22, 2001 (the
"Agreement");
WHEREAS, Employer and Employee have agreed to make certain
modifications to the Agreement to clarify certain aspects of the agreement not
to compete;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employer and Employee agree as
follows:
Section 1. Amendment of Agreement.
Paragraphs (a) through (c) of Section 12 of the Agreement
entitled "Non-Competition; Non-Solicitation; No Hire" are deleted in their
entirety and replaced with the following:
(a) Employee agrees that, effective as of the Effective
Date and for a period that includes the term of this Agreement and (i)
eighteen (18) months thereafter in the event of a termination of
Employee's employment with Employer described in Section 6(e), and (ii)
twelve (12) months thereafter in the event of a termination of
Employee's employment with Employer described in Section 6(d) (such
applicable period being referred to herein as the "Non-Compete
Period"), Employee shall not, without the prior written consent of
Employer, directly or indirectly, anywhere in the world, engage,
invest, own any interest, or participate in, consult with, render
services to, or be employed by any business, person, firm or entity
that is in competition with the "Business" (as defined in Section
12(d)) of Employer or any of its subsidiaries or affiliates, except for
the account of Employer and its subsidiaries and affiliates; provided,
however, that during the Non-Compete Period Employee may acquire,
solely as a passive investment, not more than five percent (5%) of the
outstanding shares or other units of any security of any entity subject
to the requirements of Section 13 or 15(d) of the
Exchange Act. Employee acknowledges that a remedy at law for any breach
or attempted breach of this covenant not to compete will be inadequate
and further agrees that any breach of this covenant not to compete will
result in irreparable harm to Employer, and, accordingly, Employer
shall, in addition to any other remedy that may be available to it, be
entitled to specific performance and temporary and permanent injunctive
and other equitable relief (without proof of actual damage or
inadequacy of legal remedy) in case of any such breach or attempted
breach. Employee acknowledges that this covenant not to compete is
being provided as an inducement to Employer to enter into this
Agreement and that this covenant not to compete contains reasonable
limitations as to time, geographical area and scope of activity to be
restrained that do not impose a greater restraint than is necessary to
protect the goodwill or other business interest of Employer. Whenever
possible, each provision of this covenant not to compete shall be
interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this covenant not to compete
shall be prohibited by or invalid under applicable law, such provision
of this covenant not to compete shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining
provisions of this covenant not to compete. If any provision of this
covenant not to compete shall, for any reason, be judged by any court
of competent jurisdiction to be invalid or unenforceable, such judgment
shall not affect, impair or invalidate the remainder of this covenant
not to compete but shall be confined in its operation to the provision
of this covenant not to compete directly involved in the controversy in
which such judgment shall have been rendered. In the event that the
provisions of this covenant not to compete should ever be deemed to
exceed the time or geographic limitations permitted by applicable laws,
then such provision shall be reformed to the maximum time or geographic
limitations permitted by applicable law.
(b) In addition to the restrictions set forth in Section
12(a), Employee agrees that, during the Non-Compete Period, Employee
will not, either directly or indirectly, (i) make known to any person,
firm or entity that is in competition with the Business of Employer or
any of its subsidiaries or affiliates the names and addresses of any of
the suppliers or customers of Employer or any of its subsidiaries or
affiliates, potential customers of Employer or any of its subsidiaries
or affiliates upon whom Employer or any of its subsidiaries or
affiliates has called upon in the last twelve (12) months or contacts
of Employer or any of its subsidiaries or affiliates or any other
information pertaining to such persons, or (ii) call on, solicit, or
take away, or attempt to call on, solicit or take away any of the
suppliers or customers of Employer or any of its subsidiaries or
affiliates, whether for Employee or for any other person, firm or
entity.
(c) Regardless of the reason for any termination of
Employee's employment, effective as of the Effective Date and for a
period that includes the term of this Agreement and twelve (12) months
thereafter, Employee will not, either on his own account or for any
other person, firm, partnership, corporation, or other entity (i)
solicit any employee of Employer or any of its subsidiaries or
affiliates to leave such employment; or (ii) induce or attempt to
induce any such employee to breach her or his employment agreement with
Employer or any of its subsidiaries or affiliates.
Section 2. Effect of Amendment.
Except as expressly provided in this Amendment, the Agreement remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Amendment effective as of November 14, 2001.
EMPLOYER:
VERITAS DGC INC.
By:
----------------------------------
Xxxxx X. Xxxxxx
Chairman & Chief Executive Officer
EMPLOYEE:
--------------------------------------
Xxxxxxx X. Xxxxxx
