Exhibit 10.1
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment to Employment Agreement (the "Amendment"), dated as
of the 1st day of July, 2002 by and between COMFORCE Corporation ("COMFORCE") a
Delaware corporation, and COMFORCE Operating, Inc. ("COI"), a Delaware
corporation that is wholly-owned by COMFORCE (COMFORCE and COI are collectively
referred to as the "Employer"), and Xxxx X. Xxxxxxx, a resident of the State of
Florida ("Employee").
WHEREAS, the parties entered into an Employment Agreement (the "Employment
Agreement") dated as of January 1, 1999 pursuant to which Employer formalized
the terms upon which Employee is employed by Employer, which Employment
Agreement was previously amended as of March 28, 2000, January 23, 2001 and
September 27, 2001(as amended, the "Employment Agreement"); and
WHEREAS, the parties desire to further amend the Employment Agreement as
herein provided.
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The second sentence of Section 4(a)(ii) of the Employment Agreement is
hereby amended by adding the following proviso at the end thereof: "; provided,
however, that, notwithstanding the foregoing, no such increase shall be made to
Employee's Base Salary for the 2002 calendar year."
2. The second sentence of Section 4(e)(ii) of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:
"For this purpose, `pre-tax operating income' shall mean the
consolidated earnings of the Employer and its subsidiaries (i) before
deduction of or allowance or provision for taxes based upon income or
loss, (ii) before deduction of or allowance or provision for the
incentive compensation payable pursuant to this Agreement or any
incentive compensation payable based upon the consolidated income or
profits of Employer under any other agreement or arrangement between
Employer and any employee, whether now in effect or hereafter entered
into, (iii) excluding the effect of any extraordinary gain or loss,
(iv) excluding the cumulative effective of any change in accounting
principle, (v) excluding the effect of any write-down of goodwill in
accordance with SFAS 142, and (vi) excluding the effect of any gain or
loss realized upon the extinguishment of debt that, prior to its
reclassification in accordance with SFAS 145, was recorded by the
Employer as an extraordinary gain or loss."
3. All other provisions of the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and
year first above mentioned.
COMFORCE CORPORATION
By:
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Its:
COMFORCE OPERATING, INC.
By:
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Its:
EMPLOYEE
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Xxxx X. Xxxxxxx
