EXHIBIT(e)(10)
TECHNISOURCE, INC.
May 2, 2002
Mr. Xxxxxx Xxxx
Re: Amendment to Employment Agreement
Dear Andy:
This letter agreement constitutes a written amendment to the Employment
Agreement (the "Agreement") dated July 28, 2000, between you and Technisource,
Inc. (the "Company"). In consideration of the mutual agreements contained
herein, and other good and valuable consideration, the parties hereby agree as
follows:
1. The parties hereby agree to amend Section 4(b) of the Agreement so
that such Section reads in its entirety as follows:
4(b) BONUS COMPENSATION. During the term of
Employee's employment under this Agreement, Employee shall be entitled
to receive bonus compensation ("Bonus Compensation") as follows. The
amount of Employee's Bonus Compensation shall be equal to 5% of the
growth in the Company's earnings without including interest payments
and taxes ("EBIT") in each fiscal quarter compared to the comparable
fiscal quarter of the immediately preceding year. The amount of the
Company's growth in EBIT shall be calculated and paid on a quarterly
basis within 60 days following the end of each of the first three
fiscal quarters of the Company, and within 90 days following the fourth
fiscal quarter of the Company, based on the Company's financial
statements as filed with the Securities and Exchange Commission.
Notwithstanding anything in this Agreement to the
contrary, (i) the calculation of EBIT for any fiscal quarter shall not
include restructuring charges and charges for the impairment of long
lived assets as set forth separately in the Company's financial
statements as filed with the Securities and Exchange Commission, and
(ii) the maximum amount of the aggregate Bonus Compensation to which
Employee shall be entitled for the Company's fiscal year ending
December 31, 2003 shall be equal to 50% of the greater of (A)
Employee's annual Base Compensation on January 1, 2003, or (B) such
higher amount of annual Base Compensation to which Employee may be
entitled during such year as determined by the Board of Directors of
the Company.
In the event of a "Change of Control" of the Company during
the term of this Agreement, Employee shall be entitled to receive an
extraordinary bonus in the amount of $75,000 on the effective date of
the Change of Control (the "Change of Control Bonus"). For purposes of
this Agreement, a "Change of Control" shall mean when (i) any person,
including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, who does not currently own twenty
percent or more of the Company's capital stock, becomes the beneficial
owner of the twenty-five percent or more of the capital stock of the
Company, (ii) the Company is merged into any other company and the
holder's of the Company's common stock immediately prior to such merger
fail to hold at least fifty percent of the common stock of the Company
immediately following such merger, or substantially all of the
Company's assets are acquired by any other entity; or (iii) three or
more directors nominated by the Board of Directors to serve as a
director, each having agreed to serve in such capacity, fail to be
elected in a contested election of directors.
2. The parties hereby agree to add a new Section 9(c) of the agreement
so that such Section reads in its entirety as follows:
9(c) FOLLOWING A CHANGE OF CONTROL. In the event that
Employee's employment under this Agreement is terminated without cause by the
Company or its successor or Employee terminates his employment for Good Reason,
in each case within 180 days following the date of the Change of Control, the
Company or its successor shall pay Employee, in addition to the Change of
Control Bonus, but in lieu of any other severance or other payments or
obligations under this Agreement, (i) a bonus, payable on the date of such
termination, in an amount equal to 50% of Employee's annual Base Compensation on
the date of such termination, and (ii) the Base Compensation until the later to
occur of (A) the date 12 months from the date of such termination and (B) the
end of the term (or any renewal term) of this Agreement. Any amounts previously
paid to Employee as Bonus Compensation during the fiscal year in which the
Change of Control occurs shall not be deducted from the amounts payable to
Employee under this Section 9(c).
3. Employee and the Company acknowledge that the Company has awarded to
Employee the option to purchase up to 50,000 shares of the Company's common
stock on the terms set forth in and in accordance with the Stock Option
Agreement attached hereto as ATTACHMENT 1.
4. The parties to the Agreement agree and confirm that, except as
amended herein, the Agreement is in full force and effect.
5. The effective date of this letter agreement shall be the date on
which both parties have indicated their acceptance of the terms of this letter
agreement by signing below.
Please indicate your assent to the foregoing amendment to the Agreement
by signing the enclosed duplicate original in the space provided below, and
returning it to me for our files.
Sincerely,
TECHNISOURCE, INC.
By: /s/ C. XXXXXXX XXXXX
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Name: C. Xxxxxxx Xxxxx
Title: Chief Executive Officer
AGREED TO AND ACCEPTED BY:
/s/ XXXXXX XXXX
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Xxxxxx Xxxx
