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EXHIBIT 10.5.4
EIGHTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Eighth Amendment to Employment Agreement (the "Eighth Amendment")
is made and entered into as of January 3, 2000, by and between XXXXXXX-XXXXXX,
INC., a Delaware corporation, with its principal office located in Beverly
Hills, California (the "Company"), and XXXXXXX X. XxXXXXXX, an individual
("Employee").
RECITALS
WHEREAS, Company and Employee have entered into that certain Employment
Agreement dated as of August 14, 1992, as amended January 1, 1993, January 1,
1994, March 31, 1995, January 1, 1996, May 19, 1997, August 20, 1998 and August
9, 1999 providing for the employment of Employee by Company pursuant to the
terms of such Agreement; and
WHEREAS, Company and Employee have agreed that the terms of the
Employment Agreement should be modified to change the Term, Salary and Bonus
Plan.
AMENDMENT TO AGREEMENT
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement, effective as of January 1, 2000 as follows:
1. The Term of the Agreement is extended until December 31, 2002.
Therefore, Section 2(a) of the Employment Agreement is amended
such that the termination date of "December 31, 2000" is deleted
and the termination date of "December 31, 2002" is inserted in
lieu thereof.
2. Section 4(i) of the Employment Agreement shall be amended such
that the annual salary of "$300,000. plus an annual salary
advance amount of $100,000. payable against bonus earned " is
deleted and the annual salary of "$400,000." is inserted in lieu
thereof.
3. Section 4(ii) of the Employment Agreement is deleted in it
entirety and the following is inserted in lieu thereof:
4(ii) An annual bonus of 10% of profits.
Bonus calculations are to be based on Company profit; pre-tax, pre-bonus
paid to all other employees, pre-reserves and pre-Company contributions
to the Deferred Compensation Plan.
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4(iii) A one-time grant of Restricted Stock of seven hundred thousand
(700,000) shares of Xxxxxxx-Xxxxxx, Inc. common stock shall be granted
to Employee effective 1-1-00. The seven hundred thousand shares of
restricted stock will vest equally over the three-year term of the
Agreement according to the following schedule:
Year Ending Number of Shares Vested
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1-01-01 233,333
1-01-02 233,333
1-01-03 233,334
All Restricted Stock Granted as detailed in 4(iii) may be deferred in
the Company's Deferred Compensation Plan at the election of the Employee
but shall not be subject to the Company match as otherwise defined in
the Deferred Compensation Plan.
All Restricted Stock Granted as detailed in 4(iii) above would vest
immediately upon change in control. "Change in control" shall mean the
first to occur of any of the following events:
(a) Any "person" (as that term is used Section 13 and 14(d)(2)
of the Securities Exchange Act of 1934 ("Exchange Act") becomes the
beneficial owner (as that term is used in Section 13(d) of the Exchange
Act), directly or indirectly, of 50% or more of the Company's capital
stock entitled to vote in the election of directors;
(b) During any period of not more than two consecutive years,
not including any period prior to the adoption of this Amendment,
individuals who at the beginning of such period constitute the board of
directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a), (c), (d) or (e)
of this section) whose election by the board of directors or nomination
for election by the Company's stockholders was approved by a vote of at
least three-fourths (3/4ths) of the directors then still in office who
either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
(c) The shareholders of the Company approve any consolidation or
merger of the Company, other than a consolidation or merger of the
Company in which the holders of the common stock of the Company
immediately prior to the consolidation or merger hold more than 50% of
the common stock of the surviving corporation immediately after the
consolidation or merger;
(d) The shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company; or
(e)The shareholders of the Company approve the sale or transfer
of all or substantially all of the assets of the Company to parties that
are not within a "controlled group of corporations" (as defined in Code
Section 1563) in which the Company is a member.
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4(iv) A one-time contribution of $1.25 million shall be granted to
Employee, $625,000 payable 2-29-00 and $625,00 payable 6-30-00. The
$1.25 million may be deferred in the Company's Deferred Compensation
Plan at the election of the Employee and shall be subject to the Company
match as otherwise defined in the Deferred Compensation Plan.
4. Section 9(d) is amended such that the following is added: "In
the event of the Employee's death, the Restricted Stock Grant as
detailed in 4(iii) will immediately vest and be awarded to
Employee's estate.
Subject to the foregoing, the Employment Agreement remains in full force
and effect, and Company and Employee hereby ratify and affirm the Employment
Agreement in each and every respect.
IN WITNESS WHEREOF, the undersigned have executed this Eighth Amendment
as of the date first above written.
XXXXXXX-XXXXXX, Inc. ACCEPTED FOR THE
a Delaware corporation BOARD OF DIRECTORS
/s/ XXXXX X. XXXXXX /s/ XXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Acting Secretary Xxxx X. Xxxxxx
Compensation/Stock Option Committee Chairman, Compensation/Stock
Option Committee
ACCEPTED FOR THE
BOARD OF DIRECTORS
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXX XXXX
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Xxxxxxx X. XxXxxxxx, Chairman Xxxxxxx Xxxx
Executive Vice President and
Chief Financial Office
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