Exhibit 10.6
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
This AMENDMENT TO CHANGE OF CONTROL AGREEMENT (this “Amendment”) is entered into as of March 6, 2023, by and between Kirby Corporation, a Nevada corporation (the “Company”), and Christian G. O’Neil (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Change of Control Agreement (as defined below).
WHEREAS, the Company and Executive are parties to that certain Change of Control Agreement, dated as of May 16, 2022 (the “Change of Control Agreement”); and
WHEREAS, the parties hereto desire to amend the Change of Control Agreement as provided in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend the Change of Control Agreement as follows:
“(b) “Cash Performance Award” means any cash bonus or incentive award opportunity (i) the amount or vesting of which is to be determined on based on the achievement of performance criteria over a performance period that is scheduled to exceed one (1) year in duration, and (ii) that is granted to the Executive prior to, or after, the Effective Date under the terms of any of the Company’s equity or long-term incentive award plans or agreements (including, without limitation, the Company’s 2005 Stock and Incentive Plan).”
“(m) “Performance-Based Equity Award” means any Equity Award the amount or vesting of which is to be determined based on the achievement of performance criteria.”
“(2) the Executive will be fully vested in each outstanding Cash Performance Award and each outstanding Performance-Based Equity Award, with the performance criteria for each such Cash Performance Award or Performance-Based Equity Award deemed achieved at the greater of (A) target levels for the relevant
performance period(s) or (B) actual performance as of the date immediately preceding the Executive’s termination date.”
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first written above.
Kirby corporation
By: /s/ Amy D. Husted
Name: Amy D. Husted
Title: Vice President, General Counsel and Secretary
/s/ Christian G. O’Neil
Christian G. O’Neil
[Signature Page to Amendment to Change of Control Agreement]
