EXHIBIT 10.10(b)
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made as
of the 11th day of February, 2004, by and between THOMAS M. DUFFY ("Employee")
and ALLIED HOLDINGS, INC. ("Employer").
WHEREAS, Employer and Employee have entered into that certain
Employment Agreement dated February 23, 2000 and the First Amendment to
Employment Agreement dated June 1, 2001 (collectively, the "Employment
Agreement"); and
WHEREAS, Employer and Employee desire to amend the Employment Agreement
as set forth herein;
NOW, THEREFORE, for and in consideration of the covenants and
conditions hereafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Employee and Employer
hereby agree as follows:
1. Effective as of February 11, 2004, the Employment Agreement
shall be amended by the deletion of the current Section 3(a) and the inclusion
of the following new Section 3(a):
"3. DUTIES.
(a) Employee shall, during the Term, serve as Executive
Vice President, General Counsel and Secretary of
Employer. Employee's principal duties shall be to (1)
act as legal counsel to Employer and (2) perform such
executive, managerial and administrative duties as
the Chairman and Board of Directors of Employer may,
from time to time, reasonably request and which shall
not be inconsistent or incompatible with Employee's
role as legal counsel.
ANY IMPLICATION ANYWHERE IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, EMPLOYER AND EMPLOYEE
RECOGNIZE THAT, AS A MEMBER OF THE STATE BAR OF
GEORGIA, EMPLOYEE SHALL, AT ALL TIMES, (i) BE BOUND
BY AND ACT IN ACCORDANCE WITH THE RULES, REGULATIONS
AND POLICIES OF THE STATE BAR OF GEORGIA, INCLUDING
WITHOUT LIMITATION THE CANONS OF ETHICS AND STANDARDS
OF CONDUCT, AS FROM TIME TO TIME PROMULGATED AND/OR
AMENDED,
AND (II) ACT IN SUCH MANNER AS TO PROTECT THE
ATTORNEY-CLIENT PRIVILEGE BETWEEN HIM AND EMPLOYER
UNLESS EMPLOYER SHALL SPECIFICALLY CONSENT, IN A
WRITING SIGNED BY THE CHAIRMAN OR PRESIDENT OF
EMPLOYER, TO THE WAIVER OF SUCH PRIVILEGE. IN NO
EVENT SHALL EMPLOYEE'S EMPLOYMENT BE TERMINATED, NOR
SHALL EMPLOYEE BE DEEMED TO BE IN BREACH OF THIS
AGREEMENT, BY REASON OF ANY ACTION OR DECISION TAKEN
BY HIM IN GOOD FAITH WHILE ACTING PURSUANT TO AND IN
ACCORDANCE WITH THE PRECEDING SENTENCE."
2. Effective as of March 1, 2004, the Employment Agreement shall
be amended by the deletion of the current Section 4(a) and the inclusion of the
following new Section 4(a):
"4. BASE SALARY.
(a) For and in consideration of the services to be
rendered by Employee pursuant to this Agreement, Employer
shall pay to Employee, for each year during the Term, an
annual salary of not less than THREE HUNDRED THIRTY THOUSAND
Dollars ($330,000), payable in equal semi-monthly installments
in accordance with Employer's payroll practices. Employee's
salary shall be reviewed by the Board of Directors of Employer
annually and, in the sole discretion of the Board of
Directors, may be increased, but not decreased."
3. All provisions of the Employment Agreement which have not been
amended by this Amendment shall remain in full force and effect. Notwithstanding
the foregoing, to the extent there is any inconsistency between the provisions
of the Employment Agreement and the provisions of this Amendment, the provisions
of this Amendment shall control.
4. Each of the parties hereto will, from time to time, and at all
times hereafter, upon every reasonable request to do so by any other party,
make, do, execute and deliver, or cause to be made done, executed and delivered,
all such further acts, deeds, assurances and things as may be reasonably
required or necessary in order to further implement and carry out the terms and
purpose of this Amendment.
5. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute the same agreement, document, or instrument. Any signature page of
any such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to
complete a fully executed counterpart of such agreement, document or instrument,
and any telecopy or other facsimile transmission of any signature shall be
deemed an original and shall bind such party.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed on its behalf, all as of the day and year first
written above.
Employer:
ALLIED HOLDINGS, INC.
By: /s/ Hugh E. Sawyer
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Title: President and Chief Executive Officer
Employee:
/s/ Thomas M. Duffy
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THOMAS M. DUFFY