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SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This
SECOND AMENDMENT (the “Amendment”) by and between DPS
Holdings, Inc., f/k/a CBI Holdings Inc., (the “DPS”),
and Larry Young (the “Executive”), effective as of
August 11, 2009, is an amendment to that certain Employment
Agreement by and between DPS and the Executive, dated as of
October 15, 2007, as amended by the Amendment to Employment
Agreement, effective as of February 11, 2009 (collectively,
the “Employment Agreement”). Capitalized terms used
herein but not defined shall have the meaning set forth in the
Employment Agreement.
DPS
and the Executive have previously entered into the Employment
Agreement to provide for terms and conditions of the
Executive’s employment by DPS; and
DPS
and the Executive desire to modify the Employment Agreement to
increase certain payments to the Executive in the event that the
Executive’s employment is terminated Without Cause or for
Good Reason.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
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1.
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The
first sentence of Section 6(c)(i) is deleted in its entirety
and replaced with the following:
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“
Salary . DPS shall pay to Executive an amount equal to
fifteen (15) months of Executive’s annual base
salary.”
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2.
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The
first sentence of Section 6(c)(ii) is deleted in its entirety
and replaced with the following:
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“
AIP . DPS shall pay to Executive an amount equal to 1.25
times Executive’s Target AIP award, as defined in
Section 1(a).”
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3.
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Section 6(c)(iii) is deleted in
its entirety and replaced with the following:
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1
“
Continuation Payments . Subject to offset as provided in the
last sentence of this Section 6(c)(iii), DPS shall pay
Executive an amount equal to the aggregate of fifteen
(15) months of Executive’s annual base salary plus 1.25
times Executive’s Target AIP, as defined in
Section 1(a), in effect on the Date of Termination. Such
amount will be paid ratably by DPS to Executive within the regular
payroll cycles during the fifteen (15) month period following
the Date of Termination, unless such amount exceeds an amount
(“Unrestricted Amount”) equal to two times the lesser
of (A) the Executive’s annual compensation based on the
annual rate of pay from DPS for the calendar year preceding the
calendar year of the Date of Termination (adjusted for any increase
in such annual rate of pay during the calendar year of the Date of
Termination that was
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