Exhibit 10.10(b)
AMENDMENT
This is an amendment to the agreement dated as of March 1, 1996 (the
"Employment Agreement") by and among Qun Xx Xxxxx ("Employee"), Madis
Botanicals, Inc., a New Jersey corporation (the "Company") and Pure World, Inc.
("Pure World") pursuant to which Employee has been employed by the Company (the
"Amendment").
R E C I T A L S
The Employee currently serves as a Vice President of the Company pursuant to the
Employee Agreement. Effective August 1, 1997, the Company's Board of Directors
has elected Employee a Senior Vice President. As an inducement for the continued
service of Employee and his commitment to stay with the Company for at least
three years, the Company has agreed to increase the term of the Employment
Agreement and to guarantee the compensation under such agreement for a period of
three years even in the event of death or disability.
NOW, THEREFORE, the parties agree as follows:
1. Survival of Employment Agreement. The Amendment shall amend the
Employment Agreement only to the extent expressly provided herein and the
Amendment shall supercede the terms of the Employment Agreement only where the
two agreements are in conflict. In all other respects, the Employment Agreement
shall survive and control the terms of Employee's employment. The Amendment and
the Employment shall be incorporated together and constitute one agreement (the
"Amended Employment Agreement").
2. Terms of Agreement. The term of employment under the Amended Employment
Agreement shall be three years commencing August 1, 1997 (the "Effective Date")
and shall extend until August 1, 2000 unless sooner terminated pursuant to
Section 6 hereof. The term of the Employees' employment under the Amended
Employment Agreement shall be automatically extended one day for each day
elapsed after the Effective Date. Employment of the Employee by the Company
prior to the Effective Date shall be counted in determining the Employee's
continuous service with the Company for purposes of any benefit computation.
3. Compensation. For all services rendered by the Employee under the
Amended Employment Agreement, the Company shall pay the Employee an annual
salary of $120,000 (the "Base Salary"), payable in the same periodic
installments customary for other employees of the Company. The Board of
Directors of the Company shall from time to time review the compensation to be
paid to the Employee under the Amended Employment Agreement and shall increase
(but not decrease) the compensation in such amounts, if any, as the Board of
Directors determines.
4. Death Benefits. Subject to the provisions of Section 6.1 of the
Amendment, in the event of the Employee's death during the term hereof, the
Company shall pay to such beneficiaries as the Employee shall designate in
writing prior to the Employee's death, or if he fails to designate a
beneficiary, to the Employee's spouse or, if none, to the Employee's estate, an
annual benefit equal to his then current annual salary (the "Death Benefit").
The Death Benefit shall be payable in equal monthly installments for a period of
3 years, commencing on the first day of the next month following the month in
which the Employee's death occurs. Payments made pursuant to this Section 4
shall be made in lieu of any and all payments provided for in Section 2 of the
Amendment
5. Disability.
A. In the event of Employee's disability as defined in the Employment
Agreement, the Employee shall be paid such benefits to which he is entitled
under the terms of such long-term disabiity insurance as the Company has
provided him or 80% of his salary for a period of three years from the date of
such disability whichever is higher ("Disability Payments").
B. In the event of the Employee's death during the period in which
Disability Payments are to be paid, the Company shall pay any remaining
Disability Payments due pursuant to such beneficiaries as the Employee
designates in writing before his death, or upon his failure to designate a
beneficiary, to his surviving spouse or, if none, then to the Employee's estate.
Such payments shall be paid in lieu of any and all payments provided for in
Section 4 the Amendment.
6. Termination. The Employee's employment hereunder may be terminated only
under the following circumstances:
6.1 By the Company for Cause. The Company may terminate the Employee's
employment hereunder for "cause" upon not less than five days' prior written
notice of such termination. For purposes of this Agreement, the Company shall
have "cause" to terminate the Employee's employment hereunder upon (A) the
continued failure by the Employee to substantially perform his duties hereunder
(other than any such failure resulting from the Employee's incapacity due to
physical or mental illness or the removal of Employee's office to a location
more than 5 miles from its current location), which failure has not been cured
(i) within three days after a written demand for substantial performance is
delivered to the Employee by the Company that specifically identifies the manner
in which the Company believes the Employee has not substantially performed his
duties (the "Three Day Period"), or (ii) in the event such failure cannot be
reasonably cured within the Three Day Period, within 20 days thereafter,
provided that the Employee promptly commences and thereafter diligently
prosecutes the cure thereof, or (B) Employee's conviction of any criminal act or
fraud with respect to the Company. Notwithstanding the foregoing, the Employee's
employment may not be terminated for cause unless and until the Company has
delivered to the Employee a copy of a resolution duly adopted by the affirmative
vote of not less than 75 percent of the entire Board of Directors at a meeting
of the Board (of which the Employee was given at least 20 days prior written
notice and an opportunity, together with his counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, the Employee has
not substantially performed his duties (which failure shall be described in
detail) and such failure has not been cured within the period described in (ii)
above. In addition, the Company shall not have cause to terminate the Employee's
employment hereunder as a result of any event occurring prior to the date hereof
and previously disclosed to the Company. The burden of establishing cause shall
be upon the Company.
6.2 Termination by the Employee. The Employee may terminate his employment
hereunder for failure to make the payments specified herein if the Company fails
to make such payments for a period of five days after Employee has given notice
of such failure.
7. Notices. All notices hereunder shall be in writing and personally
delivered or mailed by registered or certified mail, return receipt requested,
to the following address:
If to the Company:
000 Xxxx Xxxxxx
XX Xxx 00
Xxxxxxxxxx, Xxx Xxxxxx 00000
If to the Employee:
0 Xxx Xxxx Xxxxx
Xxxxx, Xxx Xxxxxx 00000
The Company or the Employee may hereafter designate another address to the
other in writing for purposes of notices under the Amended Employment Agreement.
8. Waivers. Any waiver by any party of violation of, breach of or default
under any provision of this Agreement by the other party shall not be construed
as, or constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of or default under any other provision of this Agreement.
9. Assignability. This Agreement shall not be assignable by the Company
without the written consent of Employee, except that if the Company shall merger
or consolidate with or into, or transfer substantially all of its assets to,
another corporation or other form of business organization, this Agreement shall
be binding to the Employee and be for the benefit of and binding upon the
successor of the Company resulting from such merger, consolidation or transfer
without Employee's consent, unless this Agreement is terminated pursuant to
Section 6.2. Employee may not assign, pledge, or encumber any interest in this
Agreement or any part thereof without the express written consent of the
Company, this Agreement being personal to Employee.
10. Severability. Each provision of the Amended Employment Agreement
constitutes a separate and distinct undertaking, covenant and/or provision
hereof. In the event that any provision of the Amended Employment Agreement
shall finally be determined to be unlawful, such provision shall be deemed
severed from the Amended Employment Agreement, but every other provision of the
Amended Employment Agreement shall remain in full force and effect, and in
substitution for any such provision held unlawful, there shall be substituted a
provision of similar import reflecting the original intent of the parties hereto
to the extent permissible under law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
July 28, 1997.
MADIS BOTANICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: President
PURE WORLD, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: Chairman
QUN XX XXXXX
/s/ Xxx Xx Xxxxx
----------------
Qun Xx Xxxxx
