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CONTRACT 3846A - PERM Amendment CLOSEDAMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ( "AMENDMENT NO. 1") is entered into this 21st day of July, 2009, between the City of El Segundo ( "CITY ") and Jack Wayt ( "EMPLOYEE ") with respect to that certain EMPLOYMENT AGREEMENT entered into between the CITY and EMPLOYEE on the 19th day of August, 2008 ( "AGREEMENT "). The CITY and EMPLOYEE do hereby agree to amend the following Sections of the AGREEMENT and replace such sections in their entirety with the following language: SECTION 3. TERMINATION OF EMPLOYMENT (A) Through and including September 30, 2010, CITY may only terminate this AGREEMENT based upon (i) EMPLOYEE's willful misconduct, including without limitation, intentionally failing to fulfill EMPLOYEE's duties set forth in SECTION 2 of the AGREEMENT; or (ii) conviction of EMPLOYEE of a crime involving moral turpitude. In the event that EMPLOYEE is terminated for cause pursuant to item (i) or (ii) of the preceding sentence, CITY shall only be obligated to pay EMPLOYEE for unused executive, vacation and sick leave. The CITY shall have the right to terminate this AGREEMENT without cause prior to September 30, 2010, provided the CITY pays EMPLOYEE the lesser of (i) the cash equivalent of 12 months of salary (not including benefits) or (ii) the cash equivalent of the amount of salary (not including benefits) the EMPLOYEE would receive if the EMPLOYEE were to remain employed by the CITY through and including September 30, 2010. The CITY shall also have the right to terminate this AGREEMENT with or without cause, at no cost to the CITY other than salary and benefits due to the EMPLOYEE for the number of days the EMPLOYEE works, so long as the AGREEMENT is terminated on October 1, 2010, or any date thereafter by CITY providing EMPLOYEE 30 days prior written notice of its intention to terminate this AGREEMENT; (B) EMPLOYEE may terminate this AGREEMENT at any time upon thirty -days written notice to the Mayor of CITY. EMPLOYEE shall not be entitled to any compensation upon such a termination except for unused executive, vacation and sick leave as set forth in Section 3 (C); (C) Upon any termination of this EMPLOYEE's employment, in addition to amounts due EMPLOYEE, if any, as identified in subsection (A) above, CITY shall pay EMPLOYEE upon the effective date of such termination, an amount equal to the value of the employee's accumulated, but unpaid and unused executive, vacation (as potentially modified by Section 4(C) below) and sick leave, calculated at EMPLOYEE's rate of pay on the date of termination. a* WAI SECTION 4. COMPENSATION (A) EMPLOYEE's annual base salary is $210,000 which shall be paid in equal bi- weekly payments. Effective October 1, 2004, EMPOYEES annual salary shall be increased to $240,000. Any increase in compensation must be in a writing and signed by the parties; (B) CITY shall pay EMPLOYEE for professional membership dues and fees and attendance at conferences as such may be budgeted by the CITY. EMPLOYEE shall also be reimbursed upon presentation to CITY of verified receipts for sums necessarily incurred by EMPLOYEE in the performance of EMPLOYEE's duties or as otherwise budgeted for by CITY; (C) EMPLOYEE shall be entitled to all other benefits of employment now in effect (excluding salary increases of any type as such are exclusively governed by Section 4 (A)), or as hereafter approved by the City Council, which are provided to other management employees of the CITY. EMPLOYEE shall accrue executive, vacation and sick leave at the maximum rate provided for management employees, except on January 1, 2010, EMPLOYEE shall be credited for all vacation time that the EMPLOYEE would accrue for the time period of January 1, 2010 through September 30, 2010 based upon the assumption that EMPLOYEE will remain employed by the CITY during this entire time period. In the event that EMPLOYEE service is terminated for any reason during this time period, EMPLOYEE shall not be paid for any of such accrued vacation time that was not utilized prior to EMPLOYEE's separation from the CITY and EMPLOYEE shall be required to reimburse the CITY for any vacation time utilized that would have not been normally been accrued by the EMPLOYEE but for this special vacation accrual provision set forth in this subsection. All of the other terms and conditions of the AGREEMENT shall remain in full force and effect. [SIGNATURES ON NEXT PAGE] CITY: EMPLOYEE: ATTEST: Cindy Morteien, Clerk APPROVEDiA Mark D. Hensley, M: ttorney J