FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT effective as of January 1, 2000
between The Official Information Company (f/k/a T/SF Communications
Corporation), a Delaware limited liability company ("Employer"), and Xxxxxx X.
Xxxx ("Executive").
WITNESSTH:
WHEREAS, Employer and Executive are parties to that certain Employment
Agreement dated as of November 10, 1997 (the "Employment Agreement");
WHEREAS, the parties hereto desire to amend the Employment Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT
1. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Employment Agreement.
2. Section 3.02 of the Employment Agreement is amended by substituting the
following in lieu thereof:
In addition to the Base Salary, for 2000 and each subsequent calendar year
during the term of this Agreement, Employer shall pay Executive a bonus
(the "Bonus") in an amount equal to 3.33% of his Base Salary as of the
beginning of that year for each 1% (rounded to the nearest whole
percentage) by which EBITDA for that year exceeds the prior year's EBITDA
by 15% or more, provided that the maximum Bonus the Executive shall be
entitled to receive with respect to any year shall be 50% of his Base
Salary as of the end of that year. As used in this Agreement, the term
"EBITDA" means the consolidated earnings of the Related Entities before
interest, taxes, depreciation and amortization, excluding extraordinary or
unusual nonrecurring items of income and expense, determined in accordance
with generally accepted accounting principles by Employer's independent
accountants. If in any year any of the Related Entities acquires or
disposes of any material business, the Bonus payable with respect to such
year shall be adjusted equitably to account for such acquisition or
disposition. The Bonus for any year shall be paid not later than 30 days
after delivery of Employer's audited financial statements for that year.
Notwithstanding the foregoing, the Board of Directors of the Company will
use its absolute discretion in determining the final amount of bonus
payable after taking into account Executive's contribution to the Company
during such year.
3. Except as expressly amended hereby, the terms of the Employment
Agreement shall be unchanged and shall remain in full force and effect.
4. This Amendment shall be governed by the laws of the State of New York.
This Amendment may be executed in one or more counterparts, all of which shall
be considered one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE OFFICIAL INFORMATION COMPANY
By:
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Ian X.X. Xxxxxx
President and CEO
By:
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Xxxxxx X. Xxxx
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