EXHIBIT 10.01
AMENDMENT made this 2nd day of July, 2007 to the Executive Employment
Agreement dated May 25, 2001, as amended, between THE SAGEMARK COMPANIES LTD.
(the "Company") and XXXXXXXX X. XXXXXXX ("Executive"), such agreement being
hereinafter referred to as the "Original Agreement".
W I T N E S S E T H :
WHEREAS, in connection with a restructuring of the management of the
Company, the parties hereto have agreed to amend the Original Agreement, all on
and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
1. Incorporation by Reference. The terms and provisions of the
Original Agreement are incorporated herein by reference thereto. All capitalized
terms which are used but not defined herein shall have the meanings ascribed to
them in the Original Agreement.
2. Employment; Duties and Responsibilities. During the Term of
the Original Agreement, the Company hereby employs Executive as its Vice
President and Executive agrees to such employment, subject to the terms of the
Original Agreement, as amended hereby. The performance by Executive of his
services as Vice President will only require Executive to advise the Company's
Chief Executive Officer as to matters affecting the Company's business.
Executive will devote such portion of his time and effort to the performance of
his services as Vice President as he determines is necessary therefor.
Executive shall perform his services from his home office in
Florida and will not be required to travel on behalf of the Company except at
such times, if any, as may be mutually agreed upon between Executive and the
Company's Chief Executive Officer.
3. Term. The Term of the Original Agreement, as amended hereby,
shall expire on June 30, 2010 and shall be subject to earlier termination by
Executive, at any time, without cause, upon thirty (30) days notice to the
Company.
4. Compensation. Executive hereby waives all right to any salary,
bonus, severance compensation, Incentive Warrants (except for any such warrants
previously issued to Executive or his affiliates), demand registration rights
previously granted to him and his affiliates, medical/dental/life
insurance/automobile allowance and/or expense reimbursements due to Executive as
of and from and after the date hereof and, accordingly, the Company will not
have any obligations therefore. Notwithstanding the foregoing, Executive will
continue to receive his monthly medical/dental/life insurance/automobile
allowance and will be reimbursed for all expenses incurred by him in the
performance of his services hereunder upon presentation to the Company of
documentation in support thereof.
5. Registration Rights. Executive shall be entitled, both during
and after the Term hereof, to all piggy back registration rights existing as of
the date hereof with respect to the Company's securities owned by Executive or
his affiliates (i.e., any entity owned, in whole or in part, by Executive). This
provision shall survive the expiration or termination of the Term hereof.
6. Insurance. At all times during the Term of the Original
Agreement, as amended hereby, the Company shall maintain in force and effect,
officer and director professional liability insurance covering Executive, in an
amount not less than such insurance coverage as presently in force and effect.
7. Release. Sagemark has, simultaneously with the execution of
this Amendment, entered into a Mutual Release and Covenant Not to Xxx with
Executive by virtue of which the Company has released Executive from all claims
and causes of action arising under or based upon the Original Agreement through
the date hereof. For the avoidance of doubt, such release will continue in force
and effect, notwithstanding the expiration or any earlier termination of the
Original Agreement, as amended hereby, and all of the rights and obligations of
Executive and the Company thereunder will continue in force and effect hereafter
in accordance with the terms of the Original Agreement, as amended hereby.
8. Authorization. The Company hereby represents and warrants to
Executive that this Agreement has been duly authorized by all required corporate
action of the Company and is an effective and binding obligation of the Company.
9. No Further Amendment. The parties hereto acknowledge that the
execution of this Amendment will not cause or result in the Company being liable
to make any termination, severance or other similar payment to Executive or
create an obligation to Executive except as provided herein. Except as provided
herein, none of the other terms or provisions of the Original Agreement are
amended hereby and the Original Agreement, as amended hereby, shall remain in
full force and effect in accordance with its terms. To the extent that there is
any inconsistency between the terms of this Amendment and the terms of the
Original Agreement, the terms of this Amendment shall control.
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IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Amendment as of the day and year first above written.
WITNESS: THE SAGEMARK COMPANIES LTD.
/s/ XXXXXX XXXXXXX By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx, President and
Chief Executive Officer
WITNESS:
/s/ XXXXXXX XXXXXX /s/ XXXXXXXX X. XXXXXXX
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Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxx
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