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EXHIBIT 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into among ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company"),
ENCOMPASS SERVICES CORPORATION, a Texas corporation ("Encompass"), and JAMES
PATRICK MILLINOR, JR. ("Employee").
The Company, Encompass and Employee have previously entered into an
Employment Agreement dated effective as of March 28, 2000 (the "Employment
Agreement"). In accordance with the terms and provisions of the Employment
Agreement the Employee has requested, and the Board of Directors of Encompass
have approved, the turnover by Employee of his executive responsibilities to
the Chief Executive Officer of Encompass effective as of October 1, 2000.
For good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the Employment Agreement is amended as follows:
1. Employment. The last two sentences of Section 1 of the Employment
Agreement are amended in their entirety to read as follows:
"In performing such duties Employee shall devote such time as is reasonably
necessary to carry out his responsibilities as a non-executive Chairman of
Encompass. The Company recognizes that Employee shall be, and nothing
herein shall prohibit Employee from, participating in other business
activities, provided such activities do not violate the provisions of
Section 11, 12 and 13 below."
2. Bonus. The second and third sentences of Section 4(b) of the Employment
Agreement are amended in their entirety to read as follows:
"The bonus of Employee under such program shall be as follows:
(i) For calendar year 2000, 100% of the Chief Executive Officer's bonus
for calendar year 2000.
(ii) For calendar year 2001, 75% of the Chief Executive Officer's bonus
for calendar year 2001.
(iii) For calendar year 2002, 50% of the Chief Executive Officer's
bonus for calendar year 2002.
(iv) For calendar year 2003, 25% of the Chief Executive's Officer's
bonus for calendar year 2003, prorated through March 28, 2003
(assuming there are no Additional Periods)."
3. Exhibit A. Exhibit A to the Employment Agreement is amended in its
entirety to read as set forth in Exhibit A attached hereto.
4. Ratification and Affirmation. The Employment Agreement, as amended
hereby, is ratified and affirmed, and shall continue in full force and effect
as set forth therein and amended hereby.
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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement
effective as of August 2, 2000.
COMPANY:
ENCOMPASS MANAGEMENT CO.
/s/ Joseph M. Ivey
By:__________________________________
Joseph M. Ivey
Chief Executive Officer and
President
EMPLOYEE:
/s/ James Patrick Millinor,Jr.
By:__________________________________
James Patrick Millinor, Jr.
IN WITNESS WHEREOF, Encompass Services Corporation has executed this
Agreement effective as of the date set forth above.
ENCOMPASS SERVICES CORPORATION
/s/ Joseph M. Ivey
By:__________________________________
Joseph M. Ivey
Chief Executive Officer and
President
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EXHIBIT A
DUTIES OF THE CHAIRMAN OF THE BOARD
The Chairman of the Board shall have the duties as set forth in the By-laws
of the Company that are consistent with the responsibilities of a non-executive
chairman. These will include, but not be limited to:
. All non-executive duties normally associated with the office, including
presiding over meetings of the Board and the Annual Shareholders Meeting,
and participating as a member of each of the Acquisitions Committee, the
Executive Committee and the Nominating Committee, in accordance with
their respective charters.
. Communicating with Board members.
. Interface and cooperative involvement with the President and Chief
Executive Officer of Encompass on matters of Board interest.
. Performing such duties and exercising such powers as are given him from
time to time by the Executive Committee and are consistent with the
responsibilities of a non-executive chairman.
