THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of
August ___, 1998, by and between Xxxxxx Media Corp., a Delaware corporation (the
"Corporation") and Xxxxxx X. Xxxxxxxx (the "Employee").
WHEREAS, the Corporation and the Employee are parties to the Employment
Agreement dated August 1, 1990, as previously amended pursuant to an Amendment
dated September 25, 1996, and a Second Amendment dated August 29, 1997 (the
"Employment Agreement"); and
WHEREAS, the Corporation and the Employee desire to further amend the
Employment Agreement pursuant to Section 12.3 thereof;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and in the Employment Agreement, the parties hereto agree as follows:
1. Section 4.1(a) of the Employment Agreement are hereby amended to read
in its entirety as follows:
"4.1 (a) During the Term, the Corporation shall pay to Employee a salary
at an annual rate of $250,000.00 (the "Base Salary"), in equal or more frequent
installments in accordance with the Corporation's regular policy. In addition
to the Base Salary, Employee shall be entitled to receive a bonus at such time
or times and in such amounts as is determined by the Corporation's Board of
Directors."
2. Retroactive to April 1, 1998, Sections 4.1(b), (c), (d), (e), (f), (g)
and (h) shall be of no further force or effect, except that Sections 4.1 (d),
(e), (f), (g) and (h), to the extent applicable, shall continue to be in effect
as to shares of Series C Stock issued to Employee under the Employment Agreement
as in effect prior to the date hereof.
3. The Base Salary shall be payable retroactive to January 1, 1998.
4. Except as modified hereby, the Employment Agreement shall remain in
full force and effect.
5. This Third Amendment to Employment Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
6. Unless otherwise defined herein, all capitalized terms used in this
Third Amendment to Employment Agreement shall have the definitions as set forth
in the Employment Agreement.
2
IN WITNESS WHEREOF, each party executes this Third Amendment to Employment
Agreement as of the date set forth above.
XXXXXX MEDIA CORP. XXXXXX X. XXXXXXXX
By
--------------------------- ---------------------------
Xxxxxxx Xxxxxxxx, Assistant Secretary Xxxxxx X. Xxxxxxxx
