Exhibit 10.31
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (the "Second Amendment")
is made and entered into as of December __, 2001, by and between Fair, ▇▇▇▇▇ and
Company, Incorporated ("Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("Employee").
WHEREAS, Company and Employee entered into an Employment Agreement
dated August 23, 1999, and amended that Employment Agreement as of December 3,
1999 (the Employment Agreement as thus amended is herein "the Agreement"); and
WHEREAS, the Compensation Committee of the Company's Board of Directors
has reviewed information concerning the base and contingent compensation paid to
chief executive officers of companies similar to the Company and, based on that
review, has made certain recommendations to the Board, which the Board has
reviewed and which are reflected herein; and
WHEREAS, (a) pursuant to the Agreement Section 5.0 the Company
undertook to reimburse Employee for all reasonable costs of relocating
Employee's family and household to the greater San Francisco, California Bay
Area; (b) Company and Employee have determined that it is not necessary or
desirable for Employee to relocate; (c) it is desirable to the Company that
Employee spend substantial amounts of time in the San Raphael area in connection
with Company business; and (d) it is desirable to both Company and Employee that
Employee have a regular place of residence while on business in the San Raphael
area, to minimize the costs of Employee's travel, and to maximize the efficiency
of Employee's travel on Company's behalf;
THEREFORE, the parties agree as follows:
1. Section 2.3 of the Agreement is amended to re-caption that Section
"Base Salary-October 1, 2000 and Thereafter", and to add the following at the
end of that Section:
Effective December 1, 2001, Employee's Base Salary is an annual rate of
Five Hundred Fifty Thousand Dollars ($550,000.00).
2. Section 2.4 of the Agreement, Incentive Awards, is amended to add the
following at the conclusion thereof:
Commencing with the Company's fiscal year 2002 and thereafter during
the term of Employee's employment under this Agreement, in addition to
the Base Salary payable hereunder, Employee shall be eligible to
receive an annual bonus ("Incentive Award") with an annual target
amount equal to Employee's Base Salary, to be paid if Employee's
achievements are "at plan". Commencing with the Company's fiscal year
2001, portions of the Incentive Award may be earned and paid more
frequently than annually and/or under the provisions of the Company's
other employee incentive award plans in which Employee is eligible to
participate, as determined by the Compensation Committee of the
Company's
1
Exhibit 10.31
Board of Directors, following discussion with Employee. The actual
amount of the Incentive Award for each fiscal year may range from $0 to
twice Base Salary, based on the achievement of objectives that the
Employee and the Company's Board of Directors will mutually determine
in good faith not later than ninety (90) days after the beginning of
each fiscal year of the Company. The Incentive Award shall be due and
payable to Employee, in full, no later than November 15th of each year
of the term of Employee's employment and so long as Employee is
eligible for the Incentive Award and subject to Section 3.0 of this
Agreement.
3. Section 5.0 of the Agreement is amended to read in its entirety as
follows:
Section 5.0 COVERAGE OF CERTAIN TRAVEL EXPENSES
In lieu of the relocation benefits contemplated when this
Agreement was first executed, effective as of February 1, 2001, and for
so long as Employee is Chief Executive Officer of the Company, the
Company shall make available to Employee, on a non-exclusive basis, a
place of lodging in the San Raphael, California area. If, as of
February 1, 2001, or thereafter, Employee has incurred any expenses in
connection with the acquisition of such lodging, the Company will
reimburse Employee for such expenses, in accordance with the Company's
policies.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer, and Employee has executed this
Amendment, as of the day and year first above written.
FAIR, ▇▇▇▇▇ AND COMPANY, INCORPORATED
By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Its: Compensation Committee Chairperson
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------------
2