EXHIBIT 10.55
-------------
MODIFICATION AGREEMENT
XXXXX X. XXXXXX
---------------
This Modification Agreement (this "Agreement") is made as of
January 1, 2003 by and between JEH/EAGLE SUPPLY, INC. (formerly
JEH/ACQUISITION CORP.), a Delaware Corporation having a place of
business at 0000 X.X. 000, Xxxxxxxxx, Xxxxx ("JEH"), EAGLE SUPPLY
GROUP, INC., a Delaware corporation having an office located at 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. ("ESG"), with JEH and ESG referred to
collectively hereinafter as the "Employer," and XXXXX X. XXXXXX, an
individual resident in Arlington, Texas (the "Executive").
WHEREAS, JEH previously entered into a written employment
agreement with the Executive dated as of the 1st day of July, 1997 (the
"JEH Agreement"); and
WHEREAS, the parties executed an Amended, Consolidated and
Restated Employment Agreement made as of November 1, 2001 (the
"Restated Agreement"); and
WHEREAS, the parties hereto, consisting of all of the parties to
the aforesaid employment agreements, now desire to amend the terms and
conditions of the Restated Agreement under which the Executive will
continue to be employed by ESG and JEH in the capacities of a senior
executive officer and to continue to render services to them as may be
required, consistent with his employment as set forth in the Restated
Agreement; and
WHEREAS, the parties acknowledge the accuracy of the foregoing
recitals and incorporate all of the same into this Agreement as terms
and conditions hereof;
NOW, THEREFORE, in consideration of the promises and mutual
representations, covenants, and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. The provisions of paragraph 3(D) of the Restated Agreement
are hereby modified so that the annual Basic Bonus (as defined in that
agreement) is hereby waived by the Executive for the current fiscal
year which is due to end on June 30, 2003 and the amount payable on
such annual Basic Bonus for the next fiscal year, due to end on June
30, 2004, is limited to One Hundred and Twenty Thousand ($120,000)
Dollars.
2. The provisions of paragraph 3(E) of the Restated Agreement
are hereby modified so that the annual Performance Bonus (as defined
in that agreement), is hereby waived by the Executive for the current
fiscal year which is due to end on June 30, 2003.
3. The provisions of paragraph 6.5(E) of the Restated
Agreement are hereby modified so that severance pay as set forth
therein shall be increased from six months' Salary (as defined in that
agreement) and six months' Retirement Contribution (as defined in that
agreement) to two years' Salary and two years' annual Retirement
Contribution, to be paid in a lump sum upon completion of a sale of
substantially all of the assets or stock of ESG to any nonaffiliated
purchaser or purchasers in an arm's length transaction, together with
the amount credited to the Executive's non-qualified, non-interest
bearing and non-income earning deferred compensation account as set
forth in paragraph 3(F) of the Restated Agreement. In addition,
severance pay under paragraph 6.5(E) of the Restated Agreement shall
also include the payments of two years of (i) the annual allowance of
$50,000 toward the payment of premiums on a policy or policies of life
insurance as set forth in paragraph 3(B)(ii) of the Restated
Agreement; and (ii) any other premiums for insurance in force for the
Executive at the time of any such sale.
4. Except as expressly modified herein, all terms and
conditions of the Restated Agreement remain unchanged and the same are
hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.
JEH/EAGLE SUPPLY, INC.
By: _______________________
EAGLE SUPPLY GROUP, INC.
By: _______________________
___________________________
XXXXX X. XXXXXX
2
