EXHIBIT 10.42
Amendment to EXECUTIVE EMPLOYMENT Agreement
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into effective
as of March 9, 2000, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive") and
United Road Services, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company and the Executive have entered into that certain
Executive Employment Agreement, dated as of October 11, 1999 (the "Original
Agreement"); and
WHEREAS, the Company and the Executive desire to amend the definition of
"Change of Control" in the Original Agreement to provide that a Change of
Control includes a change in control of the Company's Board of Directors that
results from a sale of the Company's securities.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree:
1. The Original Agreement is hereby amended by deleting Section 4(b)(iv)
of the Original Agreement in its entirety and replacing said Section 4(b)(iv)
with the following:
"(iv) any time that, as a result of or in connection with a tender
offer, sale of securities, merger, consolidation, sale of assets or
contested election, or any combination of such transactions, the
persons who were directors of the Company immediately before such
transaction or event cease to constitute a majority of the Board of
Directors of the Company or of any successor to the Company at any
time within one year after such transaction or event, or"
2. All remaining provisions of the Original Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to Option
Agreement as of the date first above written.
EXECUTIVE UNITED ROAD SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board