EXHIBIT 10.23
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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This Amendment No. 1 to Employment Agreement (the "Amendment"), dated as of
February 1, 2002, by and between Petro Stopping Centers, L.P., a Delaware
limited partnership (the "Company") and Xxxxx X. Xxxxxxxx, Xx. ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive executed that certain Employment
Agreement dated as of February 10, 1999 (the "Agreement"); and
WHEREAS, the term of the Agreement is to expire on February 9, 2002 and the
Company and Executive desire to modify and extend the terms of the Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants set forth below, the parties hereby agree as follows:
1. Section 1. Employment. Section 1 is hereby amended to read as follows:
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The Company hereby agrees to employ Executive as Chief Operating Officer of
the Company, and Executive hereby accepts such employment, on the terms and
conditions set forth herein and in the Original Agreement.
2. Section 2. Term. Section 2 is hereby amended to read as follows:
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The period of employment of Executive by the Company hereunder (the
"Employment Period") shall commence on February 1, 2002 (the "Commencement
Date") and shall end on the third anniversary thereof, provided, that,
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commencing on the third anniversary hereof, and on each anniversary
thereafter, the Employment Period shall automatically be extended for one
(1) additional year unless either party gives written notice not to extend
this Agreement not more that three (3) months before such extension would
be effectuated. The Employment Period may be sooner terminated by either
party in accordance with Section 6 of the Original Agreement.
3. Section 3. Position and Duties. Section 3 is hereby amended to read as
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follows:
During the Employment Period, Executive shall serve as an executive of the
Company, and shall report directly to the Chief Executive Officer of the
Company. Executive shall devote substantially all of his working time,
attention and energies during normal business hours (other than absences
due to illness or vacation) to the performance of his duties for the
Company. Notwithstanding the above, Executive shall be permitted, to the
extent such activities do not substantially interfere with the performance
by Executive of his duties and responsibilities hereunder or violate
Section 10 of this Agreement,
to (i) manage Executive's personal, financial and legal affairs, and (ii)
to serve on civic or charitable boards or committees, it being expressly
understood and agreed that Executive's continuing to serve on any such
board and/or committees on which Executive is serving, or with which
Executive is otherwise associated, as of the Commencement Date (each of
which has been disclosed to the Company prior to the execution of this
Agreement or will be disclosed promptly thereafter), shall be deemed not to
interfere with the performance by Executive of his duties and
responsibilities under this Agreement.
4. Section 5. Compensation and Related Matters. Item (a) under Section 5
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is hereby amended to read as follows:
(a) Base Salary. During the Employment Period, the Company shall pay
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Executive a base salary at the rate of not less than $189,900 per year
("Base Salary"). Executive's Base Salary shall be paid in approximately
equal installments in accordance with the Company's customary payroll
practices. Executive's Base Salary shall be subject to annual review by the
compensation committee of the Board for possible increase. If Executive's
Base Salary is increased by the Company, such increased Base Salary shall
then constitute the Base Salary for all purposes of this Agreement.
Executive's Base Salary shall not be decreased at any time during the
Employment Period without his direct written consent.
5. Section 14. Notice. Section 14 is hereby amended to read as follows:
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For purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when delivered either personally or by
United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive:
Xxxxx X. Xxxxxxxx, Xx.
0000 Xxxxxx Xxxxx
Xx Xxxx, Xxxxx 00000
If to the Company:
Petro Stopping Centers, L.P.
Attn: General Counsel
0000 Xxxxxx Xxxxx
Xx Xxxx, Xxxxx 00000
or to such other address as any party may have furnished to the others
in writing in accordance herewith, except that notices of change of
address shall
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be effective only upon receipt.
6. In all other respects, the terms of the Agreement are hereby ratified
and confirmed as therein written. All terms not otherwise defined herein, shall
have the meaning subscribed thereto in the Agreement.
EXECUTED as of the Effective Date.
EXECUTIVE: COMPANY:
PETRO STOPPING CENTERS, L.P.
Xxxxx X. Xxxxxxxx, Xx. By:
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Name:
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Title:
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