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EXHIBIT 10.04
REFORMATION OF EMPLOYMENT AGREEMENT
REFORMATION, dated as of March 12, 1998, by and between Office
Centre Corporation, a Delaware corporation, with an office at Springfield,
Massachusetts ("OCC"), and Xxxxxx X. Xxxxxx, Xx., an individual residing at 000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 (the "Executive").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, OCC and the Executive are parties to that certain
Employment Agreement, dated as of May 1, 1997 (the "Original Agreement"), as
supplemented by a letter agreement, dated May 23, 1997 (the "Letter Agreement"),
and as amended by an amendment agreement, dated as of August 8, 1997 (the "First
Amendment;" together with the Original Agreement and the Letter Agreement, the
"Employment Agreement");
WHEREAS, contrary to the intent of OCC and the Executive, the
Employment Agreement provides that the Executive is entitled to receive from OCC
547,430 shares of common stock of OCC (the "OCC Shares");
WHEREAS, the language in the Employment Agreement with respect
to the OCC Shares implies that the OCC Shares were to be issued to the Executive
as compensation for services to be rendered by the Executive for OCC under the
Employment Agreement;
WHEREAS, the Executive is the principal shareholder of King
Office Supply, Inc. ("King"), a corporation which as of the date of the
Employment Agreement OCC intended, and still intends, to acquire;
WHEREAS, the Employment Agreement was inextricably intertwined
with the acquisition of King by OCC;
WHEREAS, OCC and the Executive did not intend OCC to issue the
OCC Shares to the Executive as compensation but rather as consideration for the
purchase of the Executive's shares of capital stock of King;
WHEREAS, pursuant to Delaware law, shares of stock received
for services are not deemed fully paid and nonassessable until the services
therefor have been fully rendered, and therefore, the shares of OCC Stock, if
issued as compensation under the Employment Agreement, would not be fully paid
and nonassessable shares until the Executive had fully performed his services
under the Employment Agreement;
WHEREAS, OCC never intended to issue, and Executive did not
intend to accept, OCC Shares which were not fully paid and nonassessable shares
of OCC; and
WHEREAS, in light of the foregoing, OCC and the Executive
agree that the
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issuance of the OCC Shares under the Employment Agreement was a
mutual mistake and hereby wish to rescind the issuance and reform the Employment
Agreement as set forth herein to accurately reflect the intent of the parties.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. The issuance of the OCC Shares pursuant to the Employment
Agreement is hereby rescinded as of May 1, 1997. The Employment Agreement is
hereby reformed by deleting in its entirety Section 2(e) of the Original
Agreement.
2. The Employment Agreement, as hereby reformed, shall remain
in full force and effect.
3. This Reformation may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By: /s/Xxxxxx X. Xxxxxx
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Name:
Title:
/s/X.X. Xxxxxx, Xx.
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XXXXXX X. XXXXXX XX.
