Exhibit 10.10
QUALITY DISTRIBUTION
January 13, 2000
Xxxxxxx X. X'Xxxxx, Xx.
0000 Xxxxxxx Xxxxxx
Xxxx. #0000
Xxxxx, XX 00000
Dear Sir:
This letter will supplement and amend the Employment Agreement dated February
10, 1998 between you and Xxxxxxxxxx Tank Lines, Inc. (the "Employment
Agreement").
1. Section 2: Term - shall be replaced with the following:
Subject to the provisions for earlier termination as herein provided, the
employment of the Executive hereunder will be for a period of time (the
"Employment Period") commencing on January 1, 2000 and ending on December 31,
2001. In addition to the compensation payable on termination pursuant to Section
6, the Executive shall receive salary on the normal pay cycle for six months
after the Employment Period if the termination occurs on June 30, 2001 or
thereafter.
By mutual agreement between the Company and the Executive, the employment period
can be extended.
2. Section 3: Duties & Responsibilities - shall be replaced with the
following:
(a) The Executive title will be changed to Chairman of the Board,
Quality Distribution, Inc.
(b) The Executive will have primary responsibility for new
business development in the following areas:
1. Acquisitions
2. Affiliate Recruiting
3. Cryogenic Business Development
4. Levy Petroleum
5. XXXXXxxxxxx.xxx
6. Glass Division
Xxxxxxx X. X'Xxxxx, Xx.
January 13, 2000
Page 2
The Board of Directors of the Company ("the Board") may assign
additional duties and responsibilities to the Executive that
are reasonably acceptable to the Executive.
The Executive shall devote attention and energy during the
Employment Period (subject to sick leave and vacation time
taken in accordance with Company policy) to the business of
the Company, and at all times the Executive shall use his best
efforts to serve and advance the business of the Company.
During the Employment Period, the Executive will not be
engaged in any other business activity which, in the
reasonable judgment of the Board or its designee, conflicts
with the duties of the Executive hereunder, except for passive
investments permitted under Section 7(a)(i) of the Employment
Agreement.
3. Section 4: Compensation and Benefits
4(a): Base Salary - shall be revised to reflect an annual base
salary of $100,000.00 payable in accordance with the Company's
normal payroll policy.
4(b): Bonus - Target bonus levels will remain the same, but
guidelines for payment shall be modified to reflect that the
performance criteria for payment of bonus will be based on the
redefined duties and responsibilities listed in Section 3(b)
and how well each of the six defined areas perform.
4(c): BENEFITS - UNCHANGED
4(d): OPTIONS - shall be replaced with the following:
1. Executive has potentially vested options to purchase 8,250
shares of the Company's Common Stock. 4,125 of those shares
have already vested. Based on Executive's service through the
date of this letter, 4,125 of those shares could potentially
vest based on performance.
2. From January 1, 2000 through December 31, 2001, the Executive
could Potentially vest options to purchase an additional 5,500
shares. 2,750 Shares will vest based on Executive's service
through December 31, 2001 (687.5 shares through June 30, 2000;
1,375 shares through June 20, 2001; and 687.5 shares through
December 31; 2001), and 2,750 shares Will be based on
performance.
Xxxxxxx X. X'Xxxxx, Xx.
January 13, 2000
Page 3
Performance vesting will be dependent on the same performance
criteria as other option holders and in accordance with the
Option Plan.
3. 8,250 options will be returned to the Company effective
January 1, 2000.
The Executive will retain all vested options and not be forced
to exercise until the sooner of (a) the Executive exercises
his "Sale Right" described in Section 8 of the Shareholders'
Agreement dated as of February 10, 1998 giving the Company and
certain shareholders of the Company (the "Shareholders'
Agreement") sale rights, or ((b) the Executive retires from
the QDI Board.
At any time, should the Executive decide that he wishes to
discontinue working, and then the remaining options available
to be vested in Item 2 above would cease.
All provisions of the Option Agreement, Shareholder Agreement
and Employment Agreement remain in place unless specifically
modified above.
To evidence your agreement with the foregoing, please execute in the space
provided below and return said executed counterpart to us whereupon the
Employment Agreement shall be supplemented and amended as provided above and
this letter shall be a binding agreement between us effective as of the date of
this letter.
Very truly yours,
QUALITY DISTRIBUTION, INC.
By: /s/ XXXXXX X. XXXXXXXXX
------------------------
Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
AGREED AND ACCEPTED:
By: /s/ XXXXXXX X. X'XXXXX, XX.
----------------------------
Xxxxxxx X. X'Xxxxx, Xx.
Chairman of the Board
