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Exhibit 10.38
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of January 10, 2000, (the "Amendment
Agreement") by and between Financial Performance Corporation, a New York
corporation with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
("FPC"), FPC Information Corp., a New York corporation with offices at 000
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx ("FPC Information Corp."), and
Xxxxxxx X. Xxxxxx, an individual residing at 000 Xxxx Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("Xxxxxx"). FPC and FPC Information Corp. are hereinafter
jointly and severally referred to as the "Corporation".
W I T N E S S E T H:
WHEREAS, the Corporation and Xxxxxx are parties to an Executive
Employment Agreement dated as of November 17, 1999, between Xxxxxx and the
Corporation (the "Employment Agreement"); and
WHEREAS, the Corporation and Xxxxxx wish to amend the Employment
Agreement in certain respects;
NOW, THEREFORE, the Corporation and Xxxxxx agree as follows:
1. Paragraph 3 of the Employment Agreement is hereby amended by
deleting it in its entirety and by replacing it with the following:
"3. Duties. Subject to Section 7, Xxxxxx is engaged for
the Term hereof as Chief Financial Officer of FPC and President of FPC
Information Corp. and shall perform and discharge well and faithfully the duties
which may be undertaken by Xxxxxx in each such capacity from time to time. The
duties of Xxxxxx shall include any duties consistent with his positions as Chief
Financial Officer of FPC and President of FPC Information Corp., as may be
reasonably and appropriately determined by the Board of Directors of each such
Corporation."
2. Paragraph 7 of the Employment Agreement is hereby amended by
deleting clause (iii) of the second sentence of paragraph 7(b) in its entirety
and by replacing it with the following:
"(iii) if Xxxxxx shall cease to be Chief Financial Officer
of FPC or President of FPC Information Corp. or a director of FPC (other than by
reason of death, disability, or resignation),"
3. Notwithstanding anything to the contrary contained in the
Employment Agreement, Xxxxxx and the Corporation hereby expressly acknowledge
that the terms and provisions of this Amendment Agreement and the information
reflected in the Company's press release dated January 12, 2000 do not
constitute Good Reason, or a termination of the Employment Agreement, pursuant
to the terms of the Employment Agreement.
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4. Except as expressly provided herein, all of the terms,
covenants and provisions of the Employment Agreement shall remain unamended and
unmodified and in full force and effect. Each reference to "this Agreement, "
"here," "hereof," "hereunder," or words of similar import in the Employment
Agreement or this Amendment Agreement shall be deemed a reference to the
Employment Agreement as amended by this Amendment Agreement.
5. This Amendment Agreement is being delivered in the State of
New York and shall be construed and enforced with the laws of the State of New
York, without reference to the principles of conflict of laws.
6. This Amendment Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Corporation and the legal
representatives, heirs and legatees of Xxxxxx.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment Agreement as of the day and year first above written.
FINANCIAL PERFORMANCE CORPORATION
By:
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Name: Xxxxxxx Xxxxxx
Title: Vice President
FPC INFORMATION CORP.
By:
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Name: Xxxxxxx Xxxxxx
Title: Vice President
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XXXXXXX X. XXXXXX
