EXHIBIT 10.9
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
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This Amendment Number One to Employment Agreement (the "Amendment"),
effective as of January 1, 1997, is made and entered into by and between HAM
Marine, Inc., a Mississippi corporation (the "Company"), and Xxxxx X. Xxxx, III
("Employee").
WHEREAS, the Company and Employee executed an Employment Agreement on
December 14, 1996, to be effective as of January 1, 1997 (the "Agreement"); and
WHEREAS, the Company and Employee desire to amend certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and in the Agreement, it is hereby agreed as
follows:
1. Section 1.4 Compensation - Stock of the Agreement, is hereby amended
and restated to read, in its entirety, as follows:
1.4 Compensation - Stock. On the Effective Date, and as
additional compensation, the Company shall transfer to Employee, free
and clear of liens and encumbrances, 10,000 shares of the Company's
anticipated 1,197,604.80 shares of outstanding common capital stock
(0.835
percent). The shares of the Company's common capital stock transferred
to Employee (the "Common Stock") shall be fully vested in Employee
subject only to the provisions of a stock redemption agreement to be
executed by the Company, X. X. Xxxxxxxx (the "Majority Shareholder")
and Employee on the Effective Date providing for a thirty (30) day
right of first refusal in the Company, and then in the Majority
Shareholder, to purchase Employee's Common Stock for fair market
value, to be paid in full at closing, in the event of Employee's (i)
desire to sell or hypothecate the Common Stock during his lifetime,
(ii) death, (iii) total disability (as defined in the disability
income insurance policies maintained by Employee pursuant to Section
1.8 of this Agreement), (iv) retirement, or (v) voluntary or
involuntary termination of employment with Company. At all times
following the receipt of the Common Stock
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Employee shall enjoy all rights associated with the ownership of the
Common Stock including, but not limited to, the right to vote and
receive dividends thereon.
2. Defined terms used but not otherwise defined herein shall have the
meaning set forth in the Agreement.
3. All other terms and provisions of the Agreement shall continue in full
force and effect as set forth therein.
IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be executed as of the day and year first written above.
HAM MARINE, INC.
By:___________________________________
Xxxxxx X. Xxxxxxx, President
EMPLOYEE:
______________________________________
Xxxxx X. Xxxx, III
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