EXHIBIT 10.2
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NORTH ATLANTIC HOLDING COMPANY, INC.
NORTH ATLANTIC TRADING COMPANY, INC.
0000 Xxxxxxxx Xxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
May 4, 2007
Xx. Xxxxxx X. Xxxxx, Xx.
00 Xxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Re: Amendment to Employment Agreement, dated February 14, 2006
Dear Xxx:
This letter amends the Employment Agreement (the "Employment Agreement"),
dated February 14, 2006, between you and North Atlantic Holding Company, Inc.
(the "Company" or "NAHC").
1. North Atlantic Trading Company, Inc. ("NATC"), a wholly owned
subsidiary of NAHC, shall be added as a party to the Employment Agreement;
2. Section 1(a), regarding Employment, Duties and Acceptance, effective
as of the date of this Amendment, is deleted in its entirety and is replaced
with the following:
NAHC and NATC shall employ the Executive during the Term (as
hereinafter defined) as the Executive Chairman of the Board of Directors
of NAHC and NATC. The Executive's duties and responsibilities shall
consist of those typical of an Executive Chairman of the Board of
Directors. The Executive shall report directly to the Board of Directors.
3. There shall be a new Section 1(d), effective as of the date of this
Amendment, which shall state the following:
The Executive acknowledges that he has the right to vote, directly or
indirectly, his and other common stockholders' shares for the election of
Directors of NAHC pursuant to certain proxy and shareholder agreements. The
Executive agrees that, without prior written consent of Xxxx Xxxxxx so long as
Xx. Xxxxxx is engaged as a consultant by the Company, he shall not exercise such
rights to vote any stock of NAHC whether at a meeting of stockholders, by
written consent or otherwise, so as to (i) elect any individual not then serving
as a member of the Board Directors of NAHC (the "Board") to the Board or (ii)
remove any individual who is serving as a member of the Board. Notwithstanding
the foregoing, if Xx. Xxxxxx is determined to be "Disabled" as that term is
defined in the Consulting Agreement between Evolution Partners, Inc., NAHC, NATC
and Xx. Xxxxxx dated May 4, 2007, this Section 1(d) shall cease to have any
force and effect.
4. Section 3(a), regarding Compensation, effective May 16, 2007, shall
be deleted and replaced with the following:
During the Term, the Company agrees to pay to the Executive a salary
in cash (the "Salary") as compensation for the services to be performed by
him as provided herein. The Salary shall be paid at the rate of $350,000
per annum, less such deductions or amounts to be withheld as shall be
required by applicable law and regulations. The Salary shall be paid in
equal monthly installments or more frequently in accordance with the
Company's salaried payroll payment policy. The Salary shall be reviewed
annually and may be increased at the sole discretion of the Board. In
addition, the Executive shall receive a bonus paid in 2007 of $82,000,
within two weeks of the signing of this Amendment.
5. Pursuant to Section 9 of the Employment Agreement, this letter shall
serve as written notice of a change of address for the Executive to 00 Xxxxx
Xxxx, Xxxx Xxxxxxx, XX 00000.
6. There shall be a new Section 13, effective as of the date of this
Amendment, which shall state the following:
No Third Party Beneficiary. Nothing expressed or implied in this Amendment
or the Employment Agreement is intended, or shall be construed, to confer
upon or give any person other than the Executive, NAHC and NATC and their
respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason of this
Amendment or the Employment Agreement.
If this letter accurately reflects our agreement and your understanding,
please sign where indicated below and return this letter to me.
Sincerely yours,
North Atlantic Trading Company, Inc.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
North Atlantic Holding Company, Inc.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Agreed:
/s/ Xxxxxx X. Xxxxx, Xx. May 4, 2007
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Xxxxxx X. Xxxxx, Xx. Date
