May 1, 2002
Mr. John T. Dee
113 New Haven Boulevard
Jupiter, FL 33458
Dear John:
This letter is intended to amend the Employment Agreement dated as of
August 24, 1998 between Volume Services America Holdings, Inc. (formerly VSI
Acquisition II Corporation) (the "Company") and yourself (the "Agreement").
Capitalized terms used herein and not defined have the meanings specified in the
Agreement.
1. TERM. Section 1 of the Agreement shall be amended to extend the Term to
the seventh anniversary of the Effective Date (i.e., through August 24, 2005).
Accordingly, the current Section 1 shall be deleted in its entirety and replaced
with the following:
"1. TERM. The employment of the Executive under this Agreement shall
commence as of August 24, 1998 (the "Effective Date") and shall continue
through the seventh anniversary of the Effective Date (the "Term"), subject
to earlier termination as provided for in Section 4."
2. DUTIES. Section 2 of the Agreement shall be amended to provide that you
shall serve as Chairman of the Board of Directors of the Company. Accordingly,
Section 2(a) of the Agreement shall be deleted in its entirety and replaced with
the following:
"(a) During the Term, the Executive shall devote all of his business
time, effort and energies to the business of the Company. The Executive
shall be nominated and, when elected, shall serve as a member and
Chairman of the Board of Directors of the Company (the "Board"). The
Executive shall have such authority and responsibilities, and shall
serve in such capacities with the Company's majority-owned subsidiaries
and affiliates, as are consistent with his position as Chairman and
from time to time assigned to him by the Board."
Mr. John T. Dee
May 1, 2002
Page 2
3. BASE SALARY. Section 3(a) of the Agreement shall be amended to provide
for half-salary during the extended term of the Agreement. Accordingly, Section
3(a) of the Agreement shall be deleted in its entirety and replaced with the
following:
"(a) BASE SALARY. The Company shall pay the Executive an annual salary
of $465,000 through August 24, 2003 and thereafter an annual salary of
$232,500. The Executive's annual salary shall be payable in accordance
with the Company's salary payment policies governing senior
executives."
4. BENEFITS. Section 3(d)(i) of the Agreement shall be amended with respect
to medical benefits so that the current Section 3(d)(i) shall be deleted in its
entirety and replaced with the following:
"(i) During the Term, the Executive shall be entitled to the coverage
or benefits under any and all employee benefit plans maintained by the
Company (including, without limitation, medical insurance, life
insurance, split-dollar life insurance, long-term disability insurance
and pension plans, if any) to the extent permissible under the terms of
the plans. In addition, until the Executive reaches age 65, the Company
shall continue to provide the Executive and his spouse and minor
children with medical, hospitalization and dental insurance comparable
to that provided by the Company on the date hereof, including up to
$150,000 of the cost of providing the current Exec-U-Care, SML Select
and Blue Cross/Blue Shield Executive Medical Cost Policy or similar
products (the "Additional Medical Benefits")."
5. TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The definition of "Good
Reason" in Section 4(d) of the Agreement shall be amended to delete Section
4(d)(ii) thereof.
6. CONSEQUENCES OF TERMINATION. Sections 5(b) and (c) of the Agreement
shall be amended, among other things, to take into account the extended term of
the Agreement. Accordingly, Section 5(b) of the Agreement shall be deleted in
its entirety and replaced with the following:
(b) DEATH OR DISABILITY. If the Executive's employment under this
Agreement is terminated pursuant to Section 4(a) due to death or
Disability, the Executive shall not thereafter be entitled to receive
any salary, bonus or other payments or benefits under this Agreement,
except that the Executive or his estate (as the case may be) shall be
entitled to receive the following: (a) payments pursuant to Section
3(a) of salary for the balance of the Term, as and when they would be
payable absent such termination; (b) reimbursement pursuant to Section
3(c) of expenses incurred through the date of termination; (c) except
as provided in subparagraph (e) of this Section concerning all life
insurance benefits, benefits, at the then current employee rates,
Mr. John T. Dee
May 1, 2002
Page 3
pursuant to Section 3(d)(i) for the balance of the Term, provided that
(i) nothing herein shall require the Company to provide Additional
Medical Benefits if the Executive dies or reaches age 65; (ii) the
Executive, his spouse and/or minor children will make a "COBRA"
election if requested by the Company; and (iii) the Company shall not
be required to provide coverage when COBRA is not available; (d)
accrued vacation (to the extent salary payable under subparagraph (a)
of this Section is less than the amount accrued) and (e) assignment of
title to any life insurance policy covering the life of the Executive,
after which time the Executive shall be fully responsible for all
costs of such policy due and payable after termination of his
employment (and provided that, in the event such policy is a "split
dollar" policy or otherwise evidences an ownership interest by the
Company, the Company shall waive its right to recover its interest
therein).
In addition, Section 5(c) of the Agreement shall be deleted in its entirety
and replaced with the following:
(c) OTHER TERMINATIONS. If the Executive's employment under this
Agreement is terminated (i) by the Company pursuant to Section 4(c) or
(ii) by the Executive pursuant to Section 4(d), the Executive shall
not thereafter be entitled to receive any salary, bonus or other
payments or benefits under this Agreement, except that the Executive
shall be entitled to receive the following: (a) payments pursuant to
Section 3(a) of salary for the balance of the Term, as and when they
would be payable absent such termination; (b) reimbursement pursuant
to Section 3(c) of expenses incurred through the date of termination;
(c) except as provided in subparagraph (e) of this Section concerning
all life insurance benefits, benefits, at the then current employee
rates, pursuant to Section 3(d)(i) for the balance of the Term,
provided that (i) nothing herein shall require the Company to provide
Additional Medical Benefits if the Executive dies or reaches age 65;
(ii) the Executive, his spouse and/or minor children will make a
"COBRA" election if requested by the Company; and (iii) the Company
shall not be required to provide coverage when COBRA is not available;
(d) accrued vacation (to the extent salary payable under subparagraph
(a) of this Section is less than the amount accrued) and (e)
assignment of title to any life insurance policy covering the life of
the Executive, after which time the Executive shall be fully
responsible for all costs of such policy due and payable after
termination of his employment (and provided that, in the event such
policy is a "split dollar" policy or otherwise evidences an ownership
interest by the Company, the Company shall waive its right to recover
its interest therein).
Mr. John T. Dee
May 1, 2002
Page 4
7. NOTICES. Section 7(a) of the Agreement shall be amended to provide that
notices to the Executive shall be made to the address set forth above and
notices to the Company shall be made in the name of Volume Services America
Holdings, Inc. rather than VSI Acquisition II Corporation.
Except as specifically amended as set forth herein, the Agreement will
remain in full force and effect.
If the foregoing is acceptable to you, kindly countersign one copy of this
letter where indicated below and return it to the undersigned.
Sincerely yours,
Volume Services America Holdings, Inc.
By: ____________________________
Its: ____________________________
Agreed to and accepted:
- -----------------------------
John T. Dee