UNIFORCE SERVICES, INC.
000 Xxxxxxxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxx Xxxx 00000-0000
January 1, 1997
Xx. Xxxxxxxx Xxxxxxxxxx
Northern Trust Plaza
000 Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxxxx:
Reference is made to that certain Amended and Restated Employment
Agreement dated as of May 1, 1993, (the "Agreement"), as amended by our letters
to you of September 30, 1994, and December 8, 1995, by and between Uniforce
Temporary Personnel, Inc., now named Uniforce Services, Inc. (the
"Corporation"), and you (the "Executive").
A. Effective January 1, 1997, Paragraph 3 of the Agreement is amended
to read:
"3. Except as otherwise provided herein, the term of Executive's
employment hereunder shall continue to and include the 31st day of December,
1997. Upon the expiration of such term, such employment shall be extended for
successive one-year periods; provided, however, that either party hereto may
terminate such employment, effective December 31, 1997, or upon the expiration
of any such subsequent one-year term, by giving the other party hereto notice to
such effect at least 90 days prior to December 31, 1997, or the expiration of
any such subsequent one-year term, as the case may be.
B. Effective January 1, 1997, Paragraph 4 (i) is amended to read:
"...(i) a base salary at the rate of $225,000 per annum, payable in
equal weekly installments,..."
C. Effective January 1, 1997, Paragraph 4 of the Agreement is further
amended to delete the second paragraph thereof and add the following new
paragraph in lieu thereof:
For the purposes of this Paragraph 4, "pre-tax operating
income" shall mean the consolidated earnings of the
corporation and its subsidiaries before (w) deduction of, or
allowance or provision for, taxes based on income, (x)
deduction of, or allowance or provision for, the incentive
compensation payable pursuant to clause (ii) of the preceding
subparagraph or incentive compensation based upon income or
profits of the Corporation payable pursuant to any other
employment agreement or arrangement between the Corporation
and any employee thereof, including but not limited to Xxxx
Xxxxxxx; (y) any extraordinary gain or loss; and (z) deduction
of or provision for interest expense in excess of $600,000 for
such fiscal year. For purposes of this Paragraph 4, (1) the
phrase "any extraordinary gain or loss" shall include any
damages, settlements or awards attributable to lawsuits to
which the Corporation or any of its subsidiaries is a party,
and (2) the term "interest expense" shall have the meaning
accorded under U.S. Generally Accepted Accounting Principles.
Anything in this Paragraph 4 to the contrary notwithstanding,
in no event shall the sum of Executive's base salary and other
compensation paid to her pursuant to clauses (i) through (iii)
of the preceding subparagraph be less than $250,000 in respect
of any full fiscal year during the term hereof.
D. Effective January 1, 1997, Paragraph 14 of the Agreement, as
revised, is amended to add after the statement that begins:
If to the Corporation at:
000 Xxxxxxxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxx Xxxx 00000-0000
E. Except as hereby amended, the Agreement shall remain in full force
and effect in accordance with its terms.
If the foregoing correctly sets forth your understanding of our
Agreement, kindly so indicate by executing and returning to the undersigned two
(2) copies of this Letter Agreement.
UNIFORCE SERVICES, INC.
By:/s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx,
Chairman of the Board & President
ACKNOWLEDGED AND AGREED:
By:/s/ Xxxxxxxx Xxxxxxxxxx
---------------------
XXXXXXXX XXXXXXXXXX
-2-
