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EXHIBIT 10.1
[UGLY DUCKLING CORPORATION LETTERHEAD]
May 21, 1998
VIA HAND DELIVERY
Xxxxxx X. Xxxxxxx
0000 Xxxxx 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Modification of Terms of Employment ("Modification")
Dear Xxxxx:
The purpose of this letter agreement is to modify and amend the terms of your
employment with Ugly Duckling Corporation as evidenced by the letter agreement
from me, dated August 6, 1997, re Terms of Employment ("Employment Agreement").
The "Change of Control" provisions of your Employment Agreement presently
states, in part, that:
"For purposes of this letter, change of control shall be defined by the
[Ugly Duckling Long Term Incentive Plan] but shall include the removal
and/or resignation of Xxxxxx X. Xxxxxx XX as the Chairman of the Board of
Directors and Chief Executive Officer of Ugly Duckling."
It is my understanding that you have agreed to modify and amend the preceding
provision to allow Xxxx Xxxxxxxx to serve as Chief Executive Officer of Ugly
Duckling, without triggering any possible Change of Control event under your
Employment Agreement. Thus, the last sentence of the Change of Control
provisions of your Employment Agreement is replaced with the following sentence:
"For purposes of this letter, change of control shall be defined by the
Plan but shall include the (1) removal and/or resignation of Xxxxxx X.
Xxxxxx XX as the Chairman of the Board of Directors of Ugly Duckling, or
(2) removal and/or resignation of (i) Xx. Xxxxxx as the Chief Executive
Officer of Ugly Duckling, without Xxxxxxx X. Xxxxxxxx serving as Xx.
Xxxxxx'x replacement as Chief Executive Officer or (ii) Xx. Xxxxxxxx as
the Chief Executive Officer of Ugly Duckling, without Xx. Xxxxxx serving
as Xx. Xxxxxxxx'x replacement as Chief Executive Officer."
This Modification, together with the Employment Agreement, embodies the entire
agreement and understanding between Ugly Duckling and you and supersedes all
prior or contemporaneous agreements and understanding between us, verbal or
written, relating to the subject matter hereof and thereof.
If this Modification is consistent with your understanding and it is acceptable
to you, then please acknowledge your acceptance by signing this letter and
returning it to me. If you have any questions or comments regarding the above,
please contact Xxxx Xxxxxxxx or me.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
General Counsel
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May 21, 1998
Xxxxxx X. Xxxxxxx
Page 2
Accepted and agreed to as of the date first written above:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
