Exhibit 10.9
AMENDMENT NO. 1 TO AGREEMENT
Amendment No. 1 dated as of November 18, 1996, to Agreement
dated as of July 3, 1992 (the "Original Agreement") by and between
Insituform Technologies, Inc. (formerly Insituform of North
America, Inc.; hereinafter "ITI") and Xxxxx X. Xxxxxxx ("Xxxxxxx").
W I T N E S S T H:
WHEREAS, the parties have entered into the Original Agreement
and desire to effectuate the amendments thereto hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:
1. Definitions. Each reference in the Original Agreement to
"INA" is hereby deemed a reference to "ITI". Each reference in the
Original Agreement to "employ" and "employment" is hereby deemed a
reference to, respectively, "engage" and "engagement". Each
reference in the Original Agreement to "Employment Period" is
hereby deemed a reference to "Engagement Period". Each reference in
the Original Agreement to "salary" is hereby deemed a reference to
"fee".
2. Duties. Section 1 of the Original Agreement is hereby
amended by deleting the reference to "Chairman of the Board of
Directors" and substituting therefor a reference to "consultant and
advisor to ITI in connection with its business, under the direction
of the board of directors and of the President of ITI, to provide
ITI with such consulting services as ITI may, upon reasonable prior
notice, from time to time reasonably require of him."
3. Payments. Section 3 of the Original Agreement is hereby
amended by deleting the reference to "during the Employment Period"
and inserting in lieu thereof a reference to "hereunder", and
inserting a further reference, immediately following the word
"installments", to "from the Effective Date through the period
ending on December 9, 1998".
4. Term. Section 1 of the Original Agreement is hereby
amended by deleting the reference to "the later of (i) the sixth
anniversary of the Effective Date or (ii) the date of the sixth
annual meeting of shareholders of INA following the date hereof"
and substituting therefor a reference to "November 18, 1999".
5. Miscellaneous. Except as set forth herein, the Original
Agreement shall remain in full force and effect and continue to
bind the parties hereto. This Amendment No. 1 contains the entire
agreement of the parties with respect to the subject matter herein
and supersedes all other understandings, oral or written, with
respect thereto. This Amendment No. 1 may be executed in
counterparts, each of which shall be deemed an original and both of
which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 1 as of the effective date first-above written.
INSITUFORM TECHNOLOGIES, INC.
By s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Chairman of the Board
s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
