EXHIBIT 10.17
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, on August 24, 2004, Trust Licensing, Inc. ("Company") and
Xxxxxxx X. Xxxxx ("Employee"), entered into an Employment Agreement, a copy of
which is attached hereto as Exhibit A ("Agreement"); and
WHEREAS the Company and the Employee desire to amend the Agreement in
accordance with the terms set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Agreement is hereby amended as
follows:
1. Modification to Base Salary. Effective May 1, 2005, Section 4a. of the
Agreement is hereby deleted in its entirety and replaced with the following:
4a. Base Salary. Company agrees to pay Employee, in consideration for
Employee's services hereunder, a base salary at the rate of One Hundred
Sixty Thousand Dollars ($ 160,000) annually, payable in accordance with
the Company's normal pay practices as may be altered from time to time
by Company, but in no event less than in semi-monthly installments;
provided, however, until August 24, 2005 the Company shall pay Employee
based upon a base salary of One-Hundred Thirty-Two Thousand Dollars ($
132,000) annually and shall accrue and add the additional base salary
owed to the balance of accrued salary owed to Employee as of December
31, 2004 ("Accrued Salary"). The Accrued Salary shall be paid at a time
and rate to be determined in the reasonable discretion of the Company's
Board of Directors, and at a time and rate consistent with repayments
of accrued salaries made to other senior executives. Employee shall be
eligible for increases to his Base Salary in the reasonable
determination of the Company's Board of Directors, which determination
shall occur no less than once annually.
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2. Modification to Benefits. Effective May 1, 2005, in order to provide Employee
with the same benefits received by the other executive officers of the Company,
Section 4c. of the Agreement is hereby deleted in its entirety and replaced with
the following:
4c. Other Benefits. In general, Company shall provide Employee with
such benefits as are provided to other executive-level employees of the
Company. Without limiting the generality of the foregoing, Employee
will be entitled to: (i) group health and dental insurance, the cost of
which shall be borne by Company; (ii) three (3) weeks of paid vacation
per year, in addition to ten (10) sick/personal days per year, and paid
holidays in accordance with standard Company policies as developed and
amended from time to time; (iii) a $ 750/month automobile allowance, in
addition to reimbursement for automobile insurance, maintenance and
gasoline; and (iv) a "key man" or similar life insurance policy on the
life of Employee in the amount of $ 1,000,000, such policy to be a
whole life insurance policy and name Company as beneficiary. Unused
vacation days (but not sick/personal days), may be accrued to
subsequent periods at the reasonable discretion of the Company's Board
of Directors. Employee will be covered under Company's Officers and
Directors Insurance Policy and will be indemnified to the fullest
extent permitted by applicable law for Employee's actions taken on
behalf of the Company.
3. No Further Changes. Except as specifically modified herein, all other terms
of the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement as of the __ day of May, 2005.
TRUST LICENSING, INC.: EMPLOYEE:
By: By:
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer Date: May 1, 2005
Date: May 1, 2005
