EXHIBIT 10(a)


 


EARL  SCHEIB,
INC.


15206 Ventura Boulevard


Suite 200


Ventura, California 91403


 


December 10, 2004


 


To:                            Christian K. Bement

David I. Sunkin

Charles E. Barrantes


 


From:                  The Board of Directors of Earl Scheib, Inc.


 


Subject:     Amendment to Earl Scheib, Inc. Modified Executive
Retention and Incentive Plan (“Amendment”)


 


Reference is made
to the Earl Scheib, Inc. Modified Executive Retention and Incentive Plan dated
as of April 2, 2003 (the “Original Plan”). 
This Amendment is effective as of October 25, 2004.


 


Section 3.1(a) of
the Original Plan is amended and restated to read in full as follows:


 


“(a)         (i)Your
employment is involuntarily terminated by the Company or any of its
Subsidiaries for any reason other than Just Cause, or (ii) you voluntarily
terminate your employment with the Company and all Subsidiaries for Good Reason
within 60 days after the occurrence of such Good Reason”.


 


Section 3.1(b) of
the Original Plan is amended and restated to read in full as follows:


 


“(b)         Within the period beginning 90 days
before the execution by the Company of a definitive agreement to consummate an
Other Transaction and ending upon the occurrence of the Other Transaction, (i)
your employment is involuntarily terminated by the Company or any of its
Subsidiaries for any reason other than Just Cause, or (ii) you voluntarily
terminate your employment with the Company and all Subsidiaries for Good Reason
within 60 days after the occurrence of such Good Reason.”


 


Section 3.1(c) of
the Original Plan is amended and restated to read in full as follows:


 


“(c)         Within the period beginning 90 days after
the occurrence of the earlier of a Change in Control or an Other Transaction
and ending 150 days after the occurrence of the earlier of a Change in Control
or an Other Transaction, you voluntarily terminate your employment with the
Company and all of its Subsidiaries, with or without Good Reason.”


 


A new Section
3.1(d) is hereby added to the Original Plan to read in full as follows:


 


“(d)         Within 12 months after the occurrence of
an Other Transaction, (i) your employment is involuntarily terminated by the
Company or any of its Subsidiaries for any reason other than Just Cause, or
(ii) you voluntarily terminate your employment with the Company and all
Subsidiaries for Good Reason within 60 days after the occurrence of such Good
Reason”.


 


Section 3.2(a) of
the Original Plan is amended and restated to read in full as follows:


 


“(a)  Six in the case of a termination under
Section 3.1(a)(i) or Section 3.1(c), for each of Christian K. Bement and David
I. Sunkin;”


 


Section 3.2(b) of
the Original Plan is amended and restated to read in full as follows:


 


“(b)  Eighteen in the
case of a termination under Section 3.1(b) or (d) with respect to an Other
Transaction, for each of Christian K. Bement and David I. Sunkin.”


 


Section 3.2(c) of
the Original Plan is amended and restated to read in full as follows:


 


“(c)  Nine in the case of a termination under
Section 3.1(a)(i) or Section 3.1(c), for Charles E. Barrantes;”


 





















 


Section 3.2(d) of
the Original Plan is amended and restated to read in full as follows:


 


“(d)  Twenty-one in the
case of a termination under Section 
3.1(b) or (d) with respect to an Other Transaction, for Charles E.
Barrantes.”


 


A new Section
3.2(e) is hereby added to the Original Plan to read in full as follows:


 


“(e)   Twelve in the case of a termination under
Section 3.1(a)(ii) for each of Christian K. Bement, David I. Sunkin and Charles
E. Barrantes.”


 


Section 10.6 of
the Original Plan is amended and restated to read in full as follows:


 


“This Plan shall
continue in full force and effect until its terms and provisions are completely
carried out.”


 


Except as set
forth herein, all provisions of the Original Plan shall remain in full force
and effect.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  EARL SCHEIB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By /s/Christian K. Bement

  	
   

  
	
   

  	
  Name Christian K. Bement

  
	
   

  	
  Title President & Chief Executive Officer

  



 





















 


EMPLOYEE ACKNOWLEDGES
THAT EMPLOYEE HAS READ THIS AMENDMENT, UNDERSTANDS IT AND IS VOLUNTARILY
ENTERING INTO IT.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature of Employee

  	
   

  	
  Dated

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name of
  Employee

  	
   

  	
  Address of Employee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature and Title of
  Company

  	
   

  	
  Dated

  	
   

  
	
  Representative