Exhibit 10.6
XXXXXXXX CORPORATION
EMPLOYMENT AGREEMENT
FIRST AMENDMENT
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This Amendment ("Amendment") has been entered into as of the 15th
day of September 2003, by and between Xxxxxxxx Corporation, a Missouri
Corporation ("Xxxxxxxx") and Xxxx X. Xxxxxxxx, an individual ("Employee").
WHEREAS, Xxxxxxxx currently employs Employee as Vice President of
Xxxxxxxx and President of Angelica's Textile Services Business Segment
pursuant to that certain Employment Agreement, dated the 1st day of
February, 2003 (the "Agreement"); and
WHEREAS, Xxxxxxxx and Employee wish to continue the employment
relationship between them and to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree to amend the Agreement as follows:
1. Section 4.1 of the Agreement is hereby amended to read as follows:
4.1 NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Xxxxxxxx is terminated prior to the end
of the initial Term or prior to the end of any subsequent renewal
Term, as the case may be, (a) by Xxxxxxxx without Good Cause
or (b) by Employee for Good Reason, then upon the negotiation
and execution of a mutually acceptable settlement and release
agreement by Xxxxxxxx and Employee (which will include
covenants consistent with the provisions of Section 5 below),
and in addition to any accrued salary and other payments owed
to Employee under Angelica's other benefit plans and policies:
(a) EXTENDED SEVERANCE. For a period of twenty-four
(24) months following the date of such termination,
Xxxxxxxx shall pay to Employee, on a semi-monthly basis
consistent with its then existing payroll practices, an
amount equal to Employee's then current Annual Base
Salary, less applicable taxes, withholdings and standard
deductions; provided, however, that during months 13
through 24 of such period, the amount of such payments
shall be reduced by the amounts, if any, earned by
Employee during such months as a result of
self-employment and/or employment with another
employer. As a condition to such payments during such
months, Employee agrees to provide Xxxxxxxx with
verification, reasonably acceptable to Xxxxxxxx,
substantiating the amount of any such earnings, or the
Employee's lack of other employment, as the case may
be;
(b) MEDICAL AND HEALTH BENEFITS. Xxxxxxxx shall, during
the period specified below in this Section 4.1(b),
continue to make available to Employee and to other
eligible members of his immediate family, medical and
health benefits equivalent to those to which Employee
would have been entitled had his employment with Xxxxxxxx
continued. Such benefits will be made available to
Employee for a period not to exceed twenty-four (24)
months following the date of termination of his
employment, or until such time as reasonably
comparable benefits become available to him under
another employer-provided plan, whichever occurs
earlier. Such benefits, for so long as they are made
available hereunder, shall be made available to
Employee at a cost to Employee not greater than what
his cost would have been had his employment with
Xxxxxxxx continued; and
(c) ACCELERATION OF VESTING OF CERTAIN STOCK OPTIONS.
Notwithstanding anything to the contrary contained in
this Agreement, in any stock-based compensation plan
maintained by Xxxxxxxx under which stock options have
been granted to Employee, or in any stock option agreement
entered into between Xxxxxxxx and Employee pursuant to
such plan, any stock options held by Employee that have
not expired as of the date of Employee's termination of
employment with Xxxxxxxx which are scheduled to vest
in accordance with their respective terms within the
twelve-month period following such termination date
shall be deemed to have vested immediately prior to
such termination of Employee's employment with
Xxxxxxxx for the reasons stated above in this Section
4.1. Any such options, and each option that had become
vested prior to Employee's termination but remain
unexercised as of the termination date, shall remain
unexercised as of the termination date and shall
remain exercisable in accordance with the terms of the
stock-based compensation plan and/or the stock option
agreement under which such stock option was initially
awarded to Employee.
In the case of a termination of Employee's employment with
Xxxxxxxx not in connection with a Triggering Transaction for
any reason other than as stated in this Section 4.1 above,
Employee shall be entitled only to accrued salary and other
payments owed to Employee under Angelica's other benefit plans
and policies.
2. Except as otherwise expressly amended by this Amendment, all
other terms, conditions and covenants of the Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Employee and Xxxxxxxx, pursuant to the
authorization from its Board, have caused this Amendment to be executed in
its name on its behalf, all as of the day and year first above written.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
XXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. X'Xxxx
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Name: Xxxxxxx X. X'Xxxx
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Title: President & CEO
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