Exhibit 10.6.2
SECOND AMENDMENT TO EMPLOYMENT
AND NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (the
"Second Amendment") is made the 5th day of July, 2002, by and between THE SOURCE
INFORMATION MANAGEMENT COMPANY, a Missouri corporation (the "Corporation") and
XXXXX X. XXXXXX (the "Employee"), an individual currently residing at 00
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the Employee and Corporation entered into an Employment and
Non-Competition Agreement dated December 14, 1998 (the "Agreement"), and on
August 3, 2000 the Employee and the Corporation entered into an amendment of the
Agreement (the "Amendment");
WHEREAS, the parties wish to make further amendments and changes to the
Agreement and the Amendment; and
WHEREAS, the Agreement permits this Second Amendment.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, it is mutually agreed
and covenanted by and among the parties to this Second Amendment as follows:
1. All the terms and conditions of the Agreement and Amendment
not specifically amended by the terms of this Second Amendment
shall remain in full force and effect between the parties. All
defined terms in the Agreement and the Amendment shall have
the same meaning in this Second Amendment, unless otherwise
stated.
2. Section 3.1 of the Agreement and Section 2 of the Amendment
shall be deleted in their entirely and replaced as follows:
The Term. The term of Employee's employment under
this Agreement shall commence on July 1, 2002 and continue
until midnight on January 30, 2006, unless terminated as
provided in this Agreement.
3. The first sentence of Section 5.1 shall be modified to have
the Guaranteed Bonus also payable to Employee for each of the
Corporation's fiscal years ending January 31, 2004, 2005 and
2006.
4. The first sentence of Section 5.2 shall be modified to have
the Discretionary Bonus available to Employee for each of the
Corporation's fiscal years ending January 31, 2004, 2005 and
2006.
5. Sections 2.1 and 2.2 shall be modified to provide that
Employee shall also serve as the Chief Operating Officer of
the Corporation, reporting to the Chairman of the Board.
6. Section 2.5 shall be deleted and replaced with the following:
Employee acknowledges that he currently carries out
his duties and responsibilities principally in and from the
New York City metropolitan area.
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Employee further acknowledges that the Corporation is moving
its corporate headquarters to the Naples, Florida area during
2002. Employee agrees to relocate his principal home to the
Naples, Florida area at or around the time that the
Corporation moves its corporate headquarters to the Naples,
Florida area. The Corporation agrees to reimburse Employee all
costs and expenses that it may reimburse Employee for
Employees moving and relocation expenses as that may be
provided in the International Revenue Code currently
applicable. The Corporation further agrees that, upon the
request of Employee, Corporation shall advance funds to
Employee to cover expected expenditures that would qualify as
reimbursable moving and relocation expenses.
7. Section 4.1 shall be modified to reflect that Employee's
current Base Salary is $385,000, effective August 1, 2001.
Section 4.1 shall be further modified to provide that
Employee's Base Salary shall be reviewed and adjusted
annually, by August 1 of each year of this Agreement, with the
adjustment to be effective August 1 of each year, the first
such review and adjustment to occur and be made effective by
August 1, 2002.
8. This Second Amendment, together with the Amendment and
Agreement, constitutes and represents the entire agreement
between the parties hereto and supercedes any prior
understandings or agreements, written of verbal, between the
parties hereto respecting the subject matter herein. This
Second Amendment may be amended, supplemented, modified or
discharged only upon an agreement in writing executed by all
the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Second
Amendment on the day and year above first written.
THE SOURCE INFORMATION
MANAGEMENT COMPANY
By /s/Xxxx Xxxxxxx
---------------
Name: Xxxx Xxxxxxx
------------
Title: Director
--------
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx
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