Exhibit 10.15.1
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement
(this "Amendment") is made and entered into as of 22d day of April, 2005, by
and between Conn's Inc, a Delaware corporation ("Conn's"), and Xxxxxx X. Xxxxx,
Xx., an Individual (the "Executive").
WHEREAS, the Executive is employed as Conn's Chairman of the Board and
Chief Executive Officer; pursuant to that certain Executive Employment Agreement
made as of November 19, 2003, by and between Conn's and the Executive (the
"Agreement"); and
WHEREAS, The Board of Directors of Conn's and the Executive desire to
extend the term of the Agreement from January 31, 2006 to January 31, 2008 and
adopt certain other amendments to the Agreement to ensure that compensation paid
under the Agreement following this Amendment will continue to be considered
performance-based compensation that is excluded from the $1 million deduction
limit of Section 162(m) of the Internal Revenue Code and therefore remains fully
deductible.
1. Amendment to Agreement. Subject to the terms of this Amendment, the
Agreement is hereby amended in the following respects:
1.1 Section A. of the Agreement is amended by changing the end date of the
initial Employment Period to January 31, 2008.
1.2 The first sentence of Section C.2. of the Agreement (relating to annual
incentive compensation) is deleted and the following sentences are inserted in
lieu thereof:
"With respect to each fiscal year during the Employment
Period, Executive shall be eligible to receive an annual cash
bonus (the "Incentive Compensation"), the amount of such bonus
to be determined by the Compensation Committee in accordance
with a pre-established performance goal which satisfies the
requirements of Section 1.162-27(e)(2) of the Treasury
regulations, taking into account any one or more of the
following criteria with respect to Conn's or any affiliates or
divisions of Conn's: (a) total revenues or any component
thereof; (b) operating income, pre-tax or after-tax income,
EBITA, EBITDA or net income; (c) cash flow, free cash flow or
net cash form operations; (d) earnings per share; (e) value of
the Conn's stock or total return to stockholders; and (f) any
combination of any or all of the foregoing criteria, in each
case on an absolute or relative basis. The Incentive
Compensation award for any year may not exceed $1,920,000."
2. Stockholder Approval. This Amendment is entered into subject to and
shall become effective upon approval by the stockholders of Conn's at their 2005
annual meeting.
3. Miscellaneous. Except as herein modified and amended, all the terms and
conditions of the Agreement shall remain in full force and effect, and the
execution of this Amendment shall in no event be deemed to constitute a waiver
of any right or claim of any of the parties hereto under, or by virtue of, the
Agreement. This Amendment shall be governed by the laws of the State of Texas,
without resort to the conflict of law principles thereof. This Amendment may be
executed in one or more counterparts, all of which shall be considered one and
the same agreement. A facsimile shall be deemed an original for all purposes
hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EXECUTIVE CONN'S, INC.
/s/ Xxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx , Xx. Xxxxxxx X. Xxxxx, Xx.
President and Chief Operating Officer
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