Amendment to Retention Agreement between Westway Group, Inc. and James B. Jenkins (November 7, 2012)
This agreement amends the original Retention Agreement between Westway Group, Inc. and James B. Jenkins. The amendment changes the terms regarding the payment of a retention bonus and the effect of a change in control. If a change in control does not occur by December 31, 2012, Mr. Jenkins will lose the right to the retention bonus, and certain waivers in the agreement will no longer apply. All other terms of the original agreement remain unchanged.
Exhibit 10.1
November 7, 2012
James B. Jenkins
Westway Group, Inc.
365 Canal Street, Suite 2900
New Orleans, Louisiana 70130
Re: Amendment to Retention Agreement
Dear Jim:
Reference is hereby made to the letter agreement dated April 6, 2012 between Westway Group, Inc. (the Company) and you (the Retention Agreement). This letter will evidence the agreement between you and the Company to amend the Retention Agreement in the following respects, as approved by the Compensation Committee and the Board of Directors of the Company on November 6, 2012.
The last sentence of the first paragraph of the Retention Agreement is hereby deleted and replaced with the following:
In the event that a Change in Control has not occurred by December 31, 2012, your right to receive the Retention Bonus (as defined below) shall terminate.
The last sentence of the third paragraph of the Retention Agreement is hereby deleted and replaced with the following:
Notwithstanding the foregoing sentence, if, and only if, a Change in Control does not occur by December 31, 2012, this waiver shall terminate and have no further effect.
The first sentence of the seventh paragraph of the Retention Agreement is hereby deleted and replaced with the following:
This Agreement between you and the Company, as amended from time to time, constitutes the entire agreement between the parties with respect to the subject matter described in this Agreement and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect to such subject matter (provided that, if a Change in Control does not occur by December 31, 2012, the waiver set forth in the third paragraph hereof shall cease to be effective and you shall once again be entitled to receipt of severance benefits from the Company upon your termination of employment on the terms and conditions in effect immediately prior to the date of this Agreement, including any such severance benefits to which you may be entitled under the Companys Severance Pay Plan).
In all other respects, the Retention Agreement shall remain unmodified and in full force and effect. Please indicate your agreement by executing a copy of this letter agreement in the space provided below and returning the executed copy to the Company.
Very truly yours, | ||
Westway Group, Inc. | ||
By: | /s/ Francis P. Jenkins, Jr. | |
Name: | Francis P. Jenkins, Jr. | |
Title: | Chairman |
AGREED AND ACCEPTED |
/s/ James B. Jenkins |
James B. Jenkins |