Exhibit 99(c)(18)
AMENDMENT NUMBER 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of the 19th day of January, 1999, by and between
Audits & Surveys Worldwide, Inc., a Delaware corporation (the "Company"), and
Xxxx X. Xxxxx, an individual residing at [13 Xxxxx Xxx, Xxxxxx, Xxx Xxxx
00000-0000] (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement, dated as of October 1, 1997 (the "Agreement") and a Deferred
Compensation Letter Agreement, dated June 28, 1993 (the "Deferred Compensation
Agreement"); and
WHEREAS, United Information Group Limited, an English limited company,
United Information Acquisition Corp., a Delaware corporation ("United
Acquisition") and the Company have entered into an Agreement and Plan of Merger,
dated as of January 19, 1999, whereby United Acquisition shall, pursuant to a
cash tender offer (the "Offer") by Acquisition for all of the outstanding shares
of common stock, par value of $.01, of the Company, acquire (the "Acquisition")
the Company upon such terms and conditions as are set forth therein.
WHEREAS, in connection with and as a result of the Acquisition the Company
and the Employee wish to amend the Agreement and the Deferred Compensation
Agreement, as set forth herein.
NOW THEREFORE, in consideration of the Acquisition and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the Company and the Employee hereby agree as follows:
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to those terms in the Agreement.
1. AMENDMENT TO PARAGRAPH 3 OF THE AGREEMENT. Paragraph 3 of the Agreement
shall be modified such that the duties of the Employee, on or after the date of
this Amendment and for the balance of the Employment Term shall be as follows:
The Employee shall serve as the senior operations executive of the Company
subject to the authority and direct supervision of the Board of Directors of the
Company and the Chief Executive Officer of the Company and shall perform such
duties for the Company, the Company's affiliates, subsidiaries, divisions and
operating units as may be assigned to him from time to time by the Chief
Executive Officer of the Company and as are consistent with the usual duties of
an employee of his status. The Employee shall not be required to perform
services at a location other than the current principal office of the Company;
or a successor principal office established by the Company in New York County;
provided, however, that the Employee may be required to travel consistent with
his past practice.
2. AMENDMENT TO PARAGRAPH 7 OF THE AGREEMENT. A new subparagraph 7(c) shall
be added to the Agreement to read as follows: During the Employment Term, the
Company shall in no way reduce the benefits or vacation (in quality, type,
quantity, duration or otherwise) provided on the date hereof to the Employee.
3. AMENDMENT TO PARAGRAPH 11 OF THE AGREEMENT. Paragraph 11(b) of the
Agreement shall be modified such that all references to "the Company" shall be
replaced by "the Company, its subsidiaries or affiliates".
4. AMENDMENT TO PARAGRAPH 4 OF THE DEFERRED COMPENSATION AGREEMENT. The
Employee agrees and acknowledges that on and as of the date of this Amendment
the Employee has no rights and shall not, in connection with the Acquisition or
thereafter, attempt to exercise any rights, under the terms of Paragraph 4 of
the Deferred Compensation Agreement, which Paragraph 4 is on and as of the date
of this Amendment invalid and of no force and effect.
5. EFFECTIVENESS. This Amendment shall become effective upon consummation of
the acquisition by United Acquisition of in excess of 50% of the outstanding
Common Stock of the Company pursuant to the Offer.
6. INTEGRATION. Except as set forth in Sections 1 through 5 above, the terms
and conditions set forth in the Agreement and the Deferred Compensation
Agreement shall remain in full force and effect and shall be incorporated herein
by this reference.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ H. Xxxxxx Xxxxxxx, Xx.
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Name: H. Xxxxxx Xxxxxxx, Xx.
Title: President
/s/ Xxxx X. Xxxxx
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XXXX X. XXXXX