AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
TMP Worldwide Inc. ("TMPW") and Xxxxxx X. XxXxxxxx ("Employee") are
parties to an Employment Agreement, dated as of November 15, 1996, as amended
pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998,
(collectively, the "Employment Agreement"), and by virtue of this Amendment No.
2 to Employment Agreement (the "Amendment Agreement"), are modifying certain
terms of the Employment Agreement.
The parties hereby agree as follows:
1. The clause of Section 2.1 of the Employment Agreement
stating "a base salary at a rate of one million five hundred
thousand dollars ($1,500,000) per annum (the "Base Salary")" is
hereby amended to read "a base salary at a rate of five hundred
thousand ($500,000) per annum (the "Base Salary")".
2. A new Section 2.3(c) is hereby added to the Employment
Agreement immediately following existing Section 2.3(b), which new
Section 2.3(c) reads in its entirety as follows:
"(c) With respect to each calendar year of the Employment
Period, Employee shall be entitled to a bonus as
follows:
(i) In the event that the Earnings Per Share (as
defined below) of the Company for a particular
calendar year exceed the Internal Projections (as
defined below) for that year by 10% or more but
less than 20%, then Employee shall be entitled to
a bonus of 10% of the Base Salary;
(ii) In the event that the Earnings Per Share of the
Company for a particular calendar year exceed the
Internal Projections for that year by 20% or more
but less than 50%, then Employee shall be entitled
to a bonus of 20% of the Base Salary; and
(iii) In the event that the Earnings Per Share of the
Company for a particular calendar year exceed the
Internal Projections for that year by 50% or more
then Employee shall be entitled to a bonus of 100%
of the Base Salary.
As used herein, "Internal Projections" shall mean the last internal
Earnings Per Share projections developed by the Company for the
relevant calendar year prior to the end of the first quarter of such
calendar year. As used herein, "Earnings Per Share" means diluted
earnings per share determined in accordance with generally accepted
accounting principles, exclusive of the after tax effects of merger
costs.
The bonus payable under this Section 2.3(c) shall be payable no
later than 90 days after the end of calendar year to which it
relates. For any periods at less than a full calendar year of the
Employment Period, the bonus shall be prorated on the basis of
internal projections for the shorter period as well as the Base
Salary paid during such shorter period as determined by the Board on
its reasonable discretion."
3. The Employment Agreement, as amended by this Amendment
Agreement, is hereby ratified and confirmed and remains in full
force and effect.
The parties hereto have executed this Amendment Agreement on May 1,
1999.
TMP WORLDWIDE INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxxxx
Title: Vice Chairman and Secretary
/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
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