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EXHIBIT 10.9
SUPERIOR CONSULTANT COMPANY, INC.
Amendment to Employment Agreement
and 1996 Vice President Bonus Plan
The Employment Agreement dated January 1, 1996, as amended (the "EMPLOYMENT
AGREEMENT") between Xxxxxx X. Xxxxxxx, (the "EMPLOYEE") and Superior
Consultant Company, Inc., a Michigan Corporation ("SUPERIOR"), is hereby
amended as follows:
1. Notwithstanding any provision of the Employment agreement, the 1996
Vice President Bonus Plan between Superior and Employee, and any
subsequent amendments, supplements or successor plans or agreements
thereto to the contrary, during the period beginning on the closing of
the registered initial public offering of common stock ("IPO") by
Superior's affiliate, Superior Consultant Holdings Corporation
("SUPERIOR HOLDINGS") and ending on December 31, 1997 (the
"COMPENSATION LIMITATION PERIOD"), the total salary and bonus payable
to Employee by Superior, Superior Holdings and their affiliates shall
be limited as follows:
a) Employee's bi-weekly salary at all times during the
Compensation Limitation Period shall be limited to $8,461.54.
b) During calendar 1997, the aggregate annual, monthly and other
bonus compensation payable to Employee shall not exceed
$75,000.
c) During the portion of the Compensation Limitation Period
occurring within calendar 1996 (the "1996 PERIOD"), the
aggregate monthly annual and other bonus compensation payable
to Employee shall not exceed the product of (i) $75,000
multiplied by (ii) a fraction, the numerator of which shall be
the number of days in the 1996 Period and the denominator of
which shall be 365.
d) The aggregate bonus amounts set forth above may be allocated
between Employee's annual Base Bonus and monthly Base Bonus
amounts by Superior in its discretion.
2. This amendment becomes effective upon the closing of the IPO of
Superior Holdings. All of the provisions of the Employment Agreement
and 1996 Vice President Bonus Plan shall remain in full force and
effect, unamended hereby, unless and until the IPO closing occurs.
3. Except as amended herein, all terms and provisions of the Employment
Agreement and 1996 Vice President Bonus Plan remain in full force and
effect.
SIGNATURES:
Acknowledged and accepted for Superior Consultant Company, Inc.
_____________________________ __________________________ _______________
NAME TITLE DATE
I hereby acknowledge that I have voluntarily entered into this Amendment to
Employment Agreement and 1996 Vice President Bonus Plan after having a full and
adequate opportunity to review its provisions.
Acknowledged and accepted
_____________________________ __________________________ _______________
NAME TITLE DATE
