AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment dated April 23rd, 2001 to Employment Agreement (the
"Agreement") dated March 1, 2001 between XxxxxxxxXxxxxx.xxx, Inc. ("MOL") and
Xxxxxx Xxxxxxx ("Executive").
WHEREAS, MOL has encountered financial difficulties; and
WHEREAS, MOL desires to continue to employ Executive on the revised
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained in this Agreement, MOL and Executive agree as follows:
1. Section 2 shall be deleted in it's entirety and replaced as
follows:
Duties and Responsibilities. The Company hereby employs Executive
as Executive Vice President and Chief Operating Officer with such
powers and duties in that capacity as may be established from time
to time by the Company in its discretion. Executive will devote
substantially his time, attention and energies to the Company's
business.
2. Section 3(a) shall be deleted in it's entirety and replaced as
follows:
Base Salary. The Company promises to pay Executive an annualized
base salary of $125,000 (the "Base Salary"), less applicable
deductions, payable in bi-monthly installments according to the
Company's normal payroll practices. The parties acknowledge that
the Base Salary has been reduced lower than the amount that the
Company and Executive agree is a fair rate due to the cash
position of the Company on the date of the agreement. The Base
Salary shall be reviewed at least every six months by the
Compensation Committee of MOL's Board of Directors. At the first
review in September 2001, the Base Salary shall be adjusted upward
at least to the amount set forth in the Agreement if MOL is
properly funded and is meeting revenue expectations set forth in
the business plan.
3. Section 3(b) shall be deleted in it's entirety and replaced as
follows:
Bonuses: During the term of this Agreement, the Executive shall
receive a bonus from the Company, in such amount as shall, from
time to time, be determined by the Board of Directors of the
Company, in its good faith discretion for job performance. In
addition, the Executive shall receive a bonus from the Company for
a successful restructuring as described in Exhibit A.
4. Section 3(e) shall be deleted in it's entirety and not replaced.
5. Section 6 shall be deleted in it's entirety and replaced as
follows:
Termination Of Agreement By Company Without Cause or By Executive
For Good Reason. The Company may terminate this Agreement and
Executive's employment without Cause at any time upon thirty (30)
days prior written notice to Executive. The Executive may
terminate this Agreement and Executive's employment with Good
Reason at any time upon thirty (30) days prior written notice to
the Company. "Good Reason" shall mean any of the following if the
same shall occur without Executive's express prior written
consent: (i) the failure by the Company to obtain the assumption
by operation of law or otherwise of this Agreement by any entity
which is the surviving entity in any merger or other form of
reorganization involving the Company or by any entity which
acquires all or substantially all of the Company's assets, (ii) a
material change by the Company in Executive's functions, duties
and responsibilities such that he no longer effectively acts as
Executive Vice President and Chief Operating Officer of the
Company or (iii) any other material breach of this Agreement by
the Company, which breach shall not be cured within fifteen (15)
days after written notice thereof to the Company. If the Company
terminates Executive's Employment without Cause or Executive
terminates his employment with the Company for Good Reason, the
Company will pay to Executive a severance payment of an amount
equal his then-current Base Salary. (For purposes of this Section,
the Base Salary shall be $200,000, which would be Executive's Base
Salary had a salary reduction plan not been in place) In addition,
all unvested stock options owned by the Executive shall become
fully vested and exercisable at the date Executive's employment
terminates, and Executive shall have the right to exercise all
vested, unexercised stock options outstanding at the termination
date (including the accelerated options) in accordance with the
terms of the plans and agreements pursuant to which such options
were issued. Executive shall also immediately be entitled to all
accrued and unpaid payments and benefits under Section 3.
6. Section 8(b) shall be deleted in it's entirety and replaced as
follows:
(b) During the remaining term hereof after the Change of Control
Date, the Company (or subsidiary) will (i) continue to pay Executive at not less
than the Base Salary on the Change of Control Date (for purposes of this
Section, the Base Salary shall be $200,000, which would be Executive's Base
Salary had a salary reduction plan not been in place), (ii) pay Executive
bonuses in amounts not less in amount than those paid during the 12 month period
preceding the Change of Control Date, and (iii) continue employee benefit
programs as to Executive at levels in effect on the Change of Control Date (but
subject to such reductions as may be required to maintain such plans in
compliance with applicable federal law regulating employee benefit programs).
All other terms of the original employment agreement dated March 1, 2001 remain
in effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement on April 23, 2001.
XxxxxxxxXxxxxx.xxx, Inc. Executive
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXXX XXXXXXX
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Xxxxx Xxxxxxxx - President/CEO Xxxxxx Xxxxxxx
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Exhibit A
Successful Restructuring Bonus
The Executive shall receive a bonus in the event of a successful restructuring
of the Company. A successful restructuring of the Company will have occurred if
the Company's operating revenues less operating expenses are greater than or
equal to $0 during any three month period while Executive is Chief Operating
Officer of the Company or any three month period occurring within six months of
the date the executive is no longer an officer or director of the Company.
The bonus will be a grant of stock options to purchase shares of common stock at
an exercise price equal to $.11, which is the fair market value on the date of
this Agreement as reported by the OTC Bulletin Board on that date. The actual
number of stock options will be determined by multiplying the number of full
months the Executive is employed by the Company and 160,000, not to exceed a
total of 2,000,000.
The stock options will be vested and exercisable according to the schedule
below:
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Percentage of Shares
Vesting Date Becoming Vested Cumulative Percentage Vested
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Immediately upon grant 20% 20%
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First Anniversary of date of grant 20% 40%
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Second Anniversary of date of grant 20% 60%
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Third Anniversary of date of grant 20% 80%
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Fourth Anniversary of date of grant 20% 100%
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