Exhibit 10.12
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
WHEREAS, Alderwoods Group Canada Inc. (the "Company"), a wholly owned
subsidiary of Alderwoods Group, Inc. ("AGI"), and Xxxx X. Xxxxx ("Xxxxx") are
parties to an Employment Agreement, dated as of May 1, 2003 (the "Employment
Agreement"), pursuant to which Lacey agreed to serve the Company and AGI as
Chairman of the Board of Directors;
WHEREAS, the Company and Lacey desire to amend the terms of the Employment
Agreement;
NOW, THEREFORE, in consideration of the mutual representations and
warranties, covenants, undertakings and agreements set forth herein and in the
Employment Agreement, the Company and Lacey hereby enter into this Amendment No.
1 to the Employment Agreement, effective as of March 16, 2004. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Employment
Agreement.
I.
Section 8 of the Employment Agreement is hereby amended in its entirety to
read as follows:
8. The Company agrees to employ the Chairman, and the Chairman agrees
to be employed by the Company for a fixed term beginning on the
date hereof and ending June 30, 2006. As used in this Agreement,
the phrase "term of this Agreement" means the period beginning on
May 1, 2003 and ending on the earlier of June 30, 2006, unless
extended by mutual agreement, or the effective date of the
termination of the Chairman's employment with the Company, if
earlier.
II.
Section 10(a) of the Employment Agreement is hereby amended in its entirety
to read as follows:
a. The Chairman will receive a base salary for 2003 of $505,000 U.S.
per annum, reducing to $405,000 U.S. per annum on January 1, 2004,
$305,000 U.S. per annum on January 1, 2005 and remaining at
$305,000 U.S. per annum on January 1, 2006. The Chairman's base
salary is payable in accordance with the Company's customary
payroll practices and is subject to deductions required by
applicable law.
III.
Section 16(d) of the Employment Agreement is hereby amended in its
entirety to read as follows:
d. On June 30, 2006 (the "Expiration Date"), provided that this
Agreement is not terminated earlier by either party in
accordance with paragraph 16, 17 or 18, of this Agreement or
provided that this Agreement is not renewed or restated. If
this Agreement terminates on the Expiration Date, the Company
will have no further obligation to the Chairman under this
Agreement except to pay the Chairman the unpaid portion, if
any, of the Chairman's base salary payable for the period
through the date of termination of the Chairman's employment
and a retiring allowance equal to 15% of the sum of (i) his
current annual salary plus (ii) the average of his annual
short-term incentive plan payments over the preceding 36
months, for each year of his total service with the Company
and with The Xxxxxx Group Inc., to a maximum of 50% of the
said sum, and the Chairman shall be allowed to exercise all
stock options or share appreciation rights, whether vested or
not, granted to the Chairman including shares with respect to
which such options would not otherwise be exercisable on such
termination.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
ALDERWOODS GROUP CANADA INC.
Per:
-----------------------------------------
Xxxxx Xxxxxx
Senior Vice President, Legal and Compliance
ALDERWOODS GROUP, INC.
Per:
-----------------------------------------
Xxxxxxx X. Xxxxx
Director
Witness:
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Xxxx X. Xxxxx
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