EXHIBIT 10.6
EXECUTION DOCUMENT
COSI, INC.
FIRST AMENDMENT
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(To Employment Agreement of Xxxxx Xxxxx)
THIS FIRST AMENDMENT ("Amendment") is made and entered into as of the 18
day of December, 2008, by and between Cosi, Inc., a Delaware corporation
("Cosi"), and Xxxxx Xxxxx ("Xx. Xxxxx").
WHEREAS, Cosi and Xx. Xxxxx are parties to that certain Employment
Agreement dated as of September 15, 2007 (as amended, the "Employment
Agreement"). Defined terms used in this Amendment that are not otherwise defined
herein shall have the meanings ascribed to them in the Employment Agreement, as
amended hereby; and
WHEREAS, Cosi and Xx. Xxxxx desire to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and agreed, Cosi and Xx. Xxxxx hereby agree as follows:
1. Medical and Health Benefits. Section 13(d)(i) of the Employment
Agreement is hereby amended and modified by inserting the following paragraph at
the end of said Section 13(d)(i):
"Additionally, in the event Xx. Xxxxx'x employment hereunder
is involuntarily terminated by Cosi other than for Cause or
voluntarily terminated by Xx. Xxxxx for Good Reason, and provided
that Xx. Xxxxx timely elects to continue medical and health benefits
pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as
amended ("COBRA"), Cosi shall reimburse Xx. Xxxxx for, or otherwise
shall pay, the COBRA premiums from the Date of Termination until the
earlier of (x) the twelve (12) month anniversary of the Date of
Termination or (2) the date on which Xx. Xxxxx becomes eligible for
healthcare benefits under a health and welfare plans offered by
another employer. After expiration of such twelve (12) month period,
in accordance with COBRA rules, Xx. Xxxxx may, at Xx. Xxxxx'x
option, continue such coverage at Xx. Xxxxx'x expense without
reimbursement by Cosi."
2. Effective Date of Amendment. Upon execution of this Amendment by Cosi
and Xx. Xxxxx, this Amendment shall be effective as of the date first above
written.
3. Acknowledgment. Except for the express provisions of this Amendment,
all of the terms, covenants and conditions of the Employment Agreement, and all
of the respective rights and obligations of Cosi and Xx. Xxxxx hereunder and
thereunder, shall remain in full force and effect during the term of the
Employment Agreement, and are not otherwise modified, altered, amended, revised
or changed.
IN WITNESS WHEREOF, Cosi and Xx. Xxxxx have duly executed this Amendment
as of the date first above written.
COSI, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxx
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XXXXX XXXXX Xxxxxx Xxxxxxx, Chairman of the Board
Date: December 18, 2008. Date: December 18, 2008.
