Exhibit 10.11.20
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This amendment (the "Amendment") to the employment agreement entered into
by and between Xxxxxxx X. Xxxxxxxxx (the "Executive") and Foamex International
Inc., a Delaware corporation and its primary operating subsidiary Foamex L.P.
(collectively the "Company"), dated as of January 26, 2004 and amended as of
April 25, 2005 (the "Employment Agreement"), is effective as of August 15, 2005
W I T N E S S E T H :
WHEREAS, the Company and the Executive have entered into the Employment
Agreement, which provides for the terms and conditions of the Executive's
employment with the Company; and
WHEREAS, the Board of Directors (the "Board") has considered the
Executive's performance and duties and desires to have Executive assume
additional responsibilities relating to a corporate debt restructuring, whether
or not pursued in a proceeding under the Bankruptcy Code, and the Executive is
willing to assume such responsibilities;
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to reflect these additional responsibilities; and
WHEREAS, terms and conditions of the Agreement not specifically amended
herein shall remain unchanged and in full force and effect.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. New Section 1.3 is added to the Employment Agreement to read in its
entirety as follows:
1.3 Chief Restructuring Officer.
(a) In addition to Executive's employment and duties as Executive Vice
President and General Counsel of the Company, Executive shall also serve as
the Chief Restructuring Officer of the Company ("CRO").
(b) Executive's duties as Chief Restructuring Officer shall be as specified
from time to time by the Board of Directors. In connection with his CRO
responsibilities, Executive will:
(i) Consult on a regular basis with the Chief Executive Officer and
the Chief Financial Officer, as well as with the Chairman, and
(ii) Report to the Chief Executive Officer and, as requested by the
Board from time to time, report directly to the Board as to the status
and implementation of the restructuring process.
(c) Executive shall serve as Chief Restructuring Officer at the pleasure of
the Board. If the Board shall discontinue his service as Chief
Restructuring Officer, such discontinuance shall not by itself constitute
Good Reason for Executive to terminate employment hereunder for Good
Reason, nor shall it constitute a termination or constructive termination
of employment by the Company.
2. Section 3.1(a) of the Employment Agreement is amended to read in its
entirety as follows:
(a) Salary; CRO Compensation.
(i) Base Salary. Effective May 1, 2005, the Company shall pay
Executive a base salary during the Term ("Base Salary"), payable in
accordance with the normal payment procedures of the Company and
subject to such withholdings and other normal employee deductions as
may be required by law, at the rate of at least $300,000 per annum.
The Base Salary will be reviewed annually by the Compensation
Committee of the Board.
(ii) CRO Compensation. For so long as Executive shall serve as Chief
Restructuring Officer, the Company shall pay Executive, additional
compensation at the rate of $75,000 per annum ("CRO Compensation").
This amount shall be paid as if additional base salary in accordance
with the normal payment procedures of the Company and subject to such
withholdings and other normal employee deductions as may be required
by law. The CRO Compensation shall not be taken into account as if
Base Salary in determining bonus, severance, or other compensation or
benefit payments required hereunder.
3. All other provisions of the Employment Agreement shall remain unchanged
and in full force and effect.
4. This Amendment may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
EXECUTIVE FOAMEX INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxx
President and CEO
