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EXHIBIT 10.39
FIRST AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment to the Amended and Restated Employment Agreement (the
"Agreement") by and between F.Y.I. Incorporated, a Delaware corporation (the
"Company"), and Xx X. Xxxxxx, Xx. ("Employee") is hereby entered into and
effective as of March 5, 1998.
Paragraph 2(c)(x) is hereby amended and restated as follows:
2. Compensation. For all services rendered by Employee, the
Company shall compensate Employee as follows:
(c) Executive Perquisites, Benefits and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
the Company in such form and to such extent as specified below:
(x) The Company shall provide Employee with additional
warrants (the "Additional Warrants") to acquire (i) 50,000 shares of
Common Stock of the Company at an exercise price equal to $20.00 per
share at such time as the Common Stock has closed at or above $20.00
per share for five consecutive days. The Company shall provide
Employee with additional options (the "Additional Options") to acquire
(i) 50,000 shares of Common Stock of the Company at an exercise price
equal to $25.00 per share at such time as the Common Stock has closed
at or above $25.00 per share for five consecutive days; and (ii)
50,000 shares of Common Stock of the Company at an exercise price
equal to $35.00 per share as of March 5, 1998. The Additional
Warrants and the Additional Options shall become exercisable as to 50%
of the underlying shares of Common Stock on the first anniversary of
their issuance and as to the remaining 50% of the shares on the second
anniversary of their issuance. The Additional Warrants expire on the
fifth anniversary of the initial exercise date. The Additional
Options shall expire on the tenth anniversary of the date of grant.
Upon the grant of the Additional Warrants and the Additional Options,
Employee may exercise the Additional Options until they expire.
Dated: March 5, 1998
EMPLOYEE:
/s/ XX X. XXXXXX, XX.
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Xx X. Xxxxxx, Xx.
F.Y.I. INCORPORATED
By: /s/ XXXXXX X. XXXXXX
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Title: Chairman and Chief
Development Officer
