Exhibit 10.9
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of May 2, 1997, by and
between INMARK ENTERPRISES, INC., a Delaware corporation formerly known as
Health Image Media, Inc. ("Company"), and XXXX X. XXXXXXXXXXX, an individual
("Employee").
W I T N E S S E T H:
WHEREAS, Company and Employee are parties to that certain Employment
Agreement, dated September 29, 1995, pursuant to which Employee serves as
Executive Vice President-Marketing and Sales of Company (the "Agreement");
WHEREAS, pursuant to a resolution adopted by Company's Board of Directors
on October 16, 1996, Company authorized the increase of Employee's annual base
salary from $200,000 to $220,000; and
WHEREAS, Company and Employee desire to extend the term of the Agreement
until September 28, 2001, to confirm the amendment to the Agreement increasing
Employee's annual base salary from $200,000 to $220,000 effective October 16,
1996, and to delete the provision limiting Company's liability upon termination
of Employee's employment other than as a result of disability or for cause, all
as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, Company and Employee agree follows:
1. Paragraph 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
3. Term. This Agreement shall be for a term of six (6) years,
commencing on September 29, 1995 and ending on September 28, 2001,
unless sooner terminated as hereinafter provided. Unless either party
elects to terminate this Agreement at the end of the original or any
renewal term by giving the other party notice of such election at least
sixty (60) days before the expiration of the then current term, this
Agreement shall be deemed to have been renewed for an additional term of
one (1) year commencing on the day after the expiration of the then
current term.
2. Paragraph 4 (a) of the Agreement is hereby amended and
restated to read in its entirety as follows:
(a) For all of the services rendered by Employee to
Company and its subsidiaries, Employee shall receive a base
salary at the annual rate of (i) Two Hundred Thousand Dollars
($200,000) for the period from September 29, 1995 through
October 15, 1996, and (ii) Two Hundred Twenty Thousand Dollars
($220,000) for the period from October 16, 1996 through the
expiration or earlier termination of this Agreement. Employee's
base salary shall be payable in reasonable periodic installments
in accordance with Company's regular payroll practices in effect
from time to time.
3. Paragraph 9 of the Agreement is deleted in its entirety but
Paragraphs 10 through 14 shall remain numbered as Paragraphs 10 through
14.
4. The reference to Paragraph 11 on the tenth line of Paragraph
12(a) shall be corrected to be a reference to Paragraph 12.
5. Clauses (i) and (ii) of Paragraph 14(c) of the Agreement are
hereby amended and restated to read in their entirety as follows:
(i) If to Company:
Inmark Enterprises, Inc.
Xxx Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Chairman
with a copy, given in the manner prescribed above to:
Kronish, Lieb, Weiner & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(ii) If to Employee:
0 Xxxxxxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
6. Except as specifically provided herein, all terms and
conditions of the Agreement shall remain in full force and effect, and
are hereby ratified and confirmed in all
respects by Company and Employee unless otherwise specifically amended,
waived or changed pursuant to the terms and conditions of the Agreement.
Except as specifically provided herein, this Agreement is not a consent
to any waiver or modification of any term or condition of the Agreement.
7. In the event of any inconsistency between the terms of this
First Amendment and the Agreement, this First Amendment shall govern.
8. This First Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed
by the laws of the State of New York, without giving effect to its
conflicts of law principles.
9. If any provision of this First Amendment is determined to be
unenforceable or invalid under applicable law, such unenforceability or
invalidity shall not affect the enforceability or validity of any other
provision of this First Amendment, and the parties hereto expressly
agree that such unenforceable or invalid provision shall be deemed
severed from this First Amendment.
10. This First Amendment may be executed in any number of
counterparts, and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above written.
INMARK ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
/s/ Xxxx X. Xxxxxxxxxxx
--------------------------
Xxxx X. Xxxxxxxxxxx
