Exhibit 10.2
AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is made and entered into as of
____________, 2000 (the "AMENDMENT DATE") by and between HA-LO INDUSTRIES, INC.,
a Delaware corporation ("HA-LO"), and XXXXXX X. XXXXXX ("XXXXXX").
WHEREAS, HA-LO and Xxxxxx have previously entered into an Employment
Agreement, dated as of January 3, 1997 (the "EMPLOYMENT AGREEMENT"); and
WHEREAS, the parties wish to amend certain provisions of the Employment
Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. DEFINED TERMS. Each of the above recitals are incorporated in the
Amendment and are binding upon the parties hereof. Capitalized terms used herein
shall have the meaning set forth in Employment Agreement unless otherwise
defined herein.
2. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT. The Employment Agreement
shall be amended as follows (and, with respect to such amendments, this
Agreement may be referenced as Amendment No. 1 to Employment Agreement):
(a) Effective January 1, 2001, Section 2 of the Employment Agreement
shall be restated in its entirety as follows:
"CONSULTING SERVICES. HA-LO hereby engages Xxxxxx as a consultant
to HA-LO, and Xxxxxx hereby accepts such engagement as a
consultant, all on the terms and conditions set forth herein.
Effective January 1, 2001, the employer-employee status of Xxxxxx
and HA-LO, or any subsidiary of HA-LO shall cease and the sole
relationship of HA-LO (and any of its subsidiar(ies) and Xxxxxx
shall be that of an independent contractor."
(b) Section 3 of the Employment Agreement shall be restated in its
entirety as follows:
"TERM. Subject to the provisions for earlier termination
hereinafter provided, the term of this Agreement shall continue
through December 31, 2003 (the "Term")."
(c) Section 4 of the Employment Agreement shall be restated in its
entirety as follows:
"DUTIES OF XXXXXX. Xxxxxx shall perform such duties and consulting
services commensurate with his experience as shall be assigned to
him from time to time
by the Board of Directors of HA-LO. Xxxxxx hereby acknowledges
that he retains no actual or apparent authority to bind HA-LO or
any of its subsidiaries except as expressly granted by HA-LO's
Board of Directors. Notwithstanding the foregoing, HA-LO hereby
permits Xxxxxx to serve as the Chief Executive Officer of identify
Licensing Management, LLC, a Delaware limited liability company
(the "Joint Venture") formed in accordance with that certain
Limited Liability Company Agreement between HA-LO and Ford Motor
Company (the "LLC Agreement"), and his rendition of services to
the Joint Venture shall not be a violation of Sections 8 or 9(i)
of the Employment Agreement so long as such rendition is in
compliance with the LLC Agreement."
(d) Effective January 1, 2001, Section 5(a) of the Employment
Agreement shall be restated in its entirety as follows:
"(a) BASE REMUNERATION. HA-LO shall compensate Xxxxxx at an annual
rate of One Hundred Thousand Dollars ($100,000) per year, payable
monthly, on the last day of each calendar month or upon such other
frequency as the parties hereto shall agree ("Base Remuneration")
while this Agreement is in effect."
(e) Section 5(b) of the Employment Agreement shall be restated in
its entirety as follows:
"(b) ADDITIONAL OPTIONS. On or prior to the Amendment Date, Xxxxxx
shall receive, pursuant to the HA-LO Industries, Inc. 1997 Stock
Plan (Amended and Restated) (or a successor or similar plan
thereof) (the "Stock Plan"), options to purchase two hundred and
fifty thousand (250,000) shares of the Common Stock of HA-LO. The
exercise price of such options shall be equal to $3.00 per share
of common stock. The options shall be fully vested upon grant.
Subject to the terms of the Stock Plan, the options granted
pursuant to this subparagraph (a) shall terminate ten (10) years
from the date of grant. The options shall be non-transferable
(other than by will or otherwise upon death). During Xxxxxx'x
lifetime, the options may be exercised only by Xxxxxx.
(f) Section 5(c) of the Employment Agreement shall be deleted in its
entirety.
(g) The covenants set forth in Sections 8 (Non-Solicitation Covenant)
and 9 (Non-Competition Covenant) of the Employment Agreement shall have no
further application after December 31, 2003.
(h) Except as otherwise provided herein, the terms and provisions of
the Employment Agreement shall remain in full force and effect.
3. BINDING AGREEMENT. This Agreement shall be binding upon the
parties, their heirs, successors, personal representatives and assigns. HA-LO
may assign this Agreement to any successor in interest to the business, or part
thereof, of HA-LO. Xxxxxx may not assign any of his obligations or duties
hereunder.
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4. CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed
by and interpreted and construed according to the laws of the State of Illinois.
Xxxxxx hereby consents to the jurisdiction of the state and federal courts in
Illinois in the event that any disputes arise under this Agreement.
5. ENTIRE AGREEMENT. This Agreement, together with the Employment
Agreement, contain the entire agreement of the parties hereto with regard to the
subject matter hereof, and may not be changed orally, but only by an agreement
in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
HA-LO INDUSTRIES, INC.
By:
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Its: Xxxxxx X. Xxxxxx
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