Exbibit 10.19
Amendment No. 1
to
Employment Agreement
with
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Amendment No. 1 dated as of September 1, 2001 (this "Amendment")
to Agreement dated as of September 1, 1996 (the "Original Agreement')
between Micros-to-Mainframes, Inc. (the "Company") and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee is the President and Chief Executive
Officer of the Company and has been employed under the Original
Agreement;
WHEREAS, the parties desire to extend the term of the Original
Agreement which expires on September 1, 2001, on the terms and subject
to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the adequacy and receipt of which is
hereby acknowledged, the Company and the Employee do hereby agree as
follows:
1. Term. Subject to the provisions of Paragraphs 10 and 11 of
the Original Agreement, the term of Employee's employment
shall be extended until September 1, 2002 ("Extended Term").
2. Compensation and Certain Other Benefits.
(a) Fixed Compensation. The Fixed Compensation of the
Employee during the Extended Term shall be $265,000 per
annum, payable in accordance with the normal payroll
practices of the Company.
(b) Incentive Compensation. The Employee shall be
entitled to a cash bonus if pre-tax income for the fiscal
year ending March 31, 2002 is at least $400,000, in an
amount equal to the sum of
(i) $5,000, plus
(ii) 5% of pre-tax income in excess of $400,000,
but not more than $500,000, plus
(iii) 6% of pre-tax income in excess of $500,000.
In no event shall the amount of the cash bonus exceed 60% of the
Employee's Fixed Compensation. As used herein, "pre-tax income" shall
mean income before taxes, determined in accordance with generally
accepted accounting principles, as calculated in good faith by the
Company's chief financial officer, or principal accounting or financial
officer, within ninety days after the end of the Company's fiscal year;
provided, that pre-tax income shall be computed without giving effect
to extraordinary items of income or expense.
(c) (i) Stock Options. The Company shall grant the Employee a
stock option to purchase up to 50,000 shares of common stock at
fair market value on the date of grant, which option shall be
exercisable for a period of ten years from the date of grant.
(ii) Automobiles. The Company shall provide Employee with
a second automobile, the lease and related costs for which the
Employee shall reimburse the Company.
3. Entire Agreement, Modification and Construction. Except as
otherwise specifically provided in this Amendment, the terms of the
Original Agreement shall remain in full force and effect throughout the
Extended Term. The Original Agreement, as modified by this Amendment,
contains the entire understanding between the Company and Employee with
respect to the subject matter hereof. The terms and conditions of this
Amendment may be changed only by an agreement in writing signed by the
Company and Employee. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York,
applicable to contracts made and to be performed therein, without
giving effect to the principles thereof relating to conflicts of law.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
signed by a duly authorized officer and the Employee has signed this
Amendment as of the day and year first above written.
MICROS-TO-MAINFRAMES, INC.
s/s ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ______________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board
EMPLOYEE:
s/s ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
