AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT to the Employment Agreement by and between Xxxxxxxx X.
Xxxxxxxx (the "Executive") and Xxxxxxxxx'x, Inc. (the "Company") is entered into
as of July 19, 2001.
WHEREAS, the Executive and the Company entered into that certain Employment
Agreement dated April 23, 2001 ("Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement to delete the
provisions relating to the Executive's right to require the Company to purchase
the Executive's Louisville, Kentucky residence and to add a requirement for the
Company to purchase the Executive's Boise, Idaho residence in the event the
Executive relocates from Boise, Idaho or in the event of a termination of the
Executive's employment for any reason during the Term of the Agreement.
NOW, THEREFORE, in consideration of the agreements set forth herein, the
parties agree as follows:
1. Capitalized terms used herein (including in the recitals) and not
otherwise specifically defined herein shall have the same meaning
given to such terms in the Agreement.
2. Paragraph 3 of Schedule 1 (Relocation Policy) of the Agreement
pertaining to the right of the Executive to require the Company to
purchase the Executive's current residence in Louisville, Kentucky
(the address of which is 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx) is
hereby deleted in its entirety and replaced with the following:
"3. Purchase of Executive's Boise, Idaho Residence in Certain
Circumstances. The Executive shall be entitled to require the
Company to purchase the Executive's primary residence in Boise,
Idaho upon the terms and conditions set forth in Section 6(h) of
the Agreement."
3. Section 6 (Termination) of the Agreement is hereby amended by adding
the following as clause (h) to the end of said Section 6 to provide
the Executive with the right to require the Company to purchase the
Executive's primary residence in Boise, Idaho, if, during the Term of
the Agreement, the Executive relocates from Boise, Idaho to another
location outside the State of Idaho or the Executive's employment with
the Company is terminated for any reason:
"(h) PURCHASE OF EXECUTIVE'S BOISE, IDAHO RESIDENCE UPON
EXECUTIVE'S RELOCATION OR TERMINATION.
(i) If, during the Term of the Agreement, (i) the Executive
relocates from Boise, Idaho to another location outside the State
of Idaho (subject to the Company permitting such relocation
pursuant to Section 4 hereof) or (ii) the Executive's employment
with the Company is terminated for any reason, the Executive may,
upon written notice to the Company, cause the Company to purchase
the Executive's then primary residence in Boise, Idaho ("Boise
Residence"), provided the Executive is unable, notwithstanding
his reasonable efforts, to sell the Boise Residence on his own.
"Reasonable efforts" shall include listing the Boise Residence
for at least six (6) months with a qualified real estate broker.
In the event the company purchases the Boise Residence from the
Executive pursuant to this clause (h), the purchase price shall
be the Executive's initial investment in the Boise Residence,
plus the cost of any improvement made thereto. The Executive
shall provide documentation reasonably satisfactory to the
Company evidencing his initial investment in and the cost of
improvements to the Boise Residence. In addition to the purchase
price, the Company shall pay all reasonable closing costs,
including real estate commissions, if any.
(ii) All amounts payable by the Company to the Executive
under this Section 6(h) shall be in addition to all other amounts
payable to the Executive upon relocation or termination set forth
herein."
4. Except as amended herein, the Agreement shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, the Executive has signed this Amendment and the Company
has caused this Amendment to be executed by its duly authorized officers as of
the effective date first above written.
XXXXXXXXX'X, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Vice President and General
Counsel
Executive
by: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
