AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT
TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
AMENDMENT dated December 11, 2007 (the “Amendment”) to the Employment Agreement
dated January 31, 2007 (the “Employment Agreement”) between Haights Cross Communications, Inc., a
Delaware corporation (the “Company”), and Xxxx X. Xxxxxx (“Xxxxxx”).
All capitalized terms not otherwise defined herein shall have the same meaning given to them in the
Employment Agreement.
WHEREAS, Section 14 of the Employment Agreement provides that it may be amended by mutual
consent and now the Company and Xxxxxx desire to amend the Employment Agreement as set forth below
to reflect recent changes agreed to between the Company’s Board of Directors and Xxxxxx.
1. Section 1(a) of the Employment Agreement shall be replaced in its entirety with the
following text:
“Position. The Company agrees to employ Xxxxxx, and Xxxxxx agrees to serve as President and Chief Executive Officer of the Company. Xxxxxx shall report to the Company’s Board of Directors.” |
2. Section 1(c) of the Employment Agreement shall be replaced in its entirety with the
following text:
“Duties and Powers. Xxxxxx shall have the customary duties, powers, responsibilities and authority of a President and Chief Executive Officer. Xxxxxx shall perform such duties and exercise such powers upon such terms and conditions as the Board of Directors shall reasonably impose. Xxxxxx shall devote his full working time and best efforts to the performance of his duties under this Agreement, except that, with the consent of the Board of Directors (which consent shall not be unreasonably withheld), Xxxxxx may engage in charitable and community affairs activities. Xxxxxx also agrees that participation as a member of an outside corporate board will only be undertaken with permission of the Board of Directors.” |
3. Section 2(a) of the Employment Agreement shall be replaced in its entirety with the
following text:
4% (four percent) in each subsequent calendar year of the Term thereafter (“Base Salary”).” |
4. Section 2(b) of the Employment Agreement shall be replaced in its entirety with the
following:
“Annual Bonus. The Company shall pay Xxxxxx an annual bonus (“Bonus”) of not less than 50% (fifty percent) of Base Salary in each year of the Term and, in each year of the Term, Xxxxxx shall be eligible for a greater Bonus within the Board of Directors’ sole discretion. Bonus shall be paid no later than March 15 of the year following the applicable Bonus year. Bonus for 2007 shall be payable at the rate of 50%, or a greater rate at the discretion of the Board of Directors, of 2007 Base Salary as if this Agreement was in effect from January 1, 2007.” |
5. The reference in Section 3(a)(ii) to “the current year target amount” shall hereafter
refer to the new annual bonus rate of 50%.
6. In lieu of the address provided, any notices to the Company shall also be sent to the
following address:
Xxxxxx X. Xxxxx, Esq.
Xxxxx Xxxxxxx Berlack Israels LLP
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxx Berlack Israels LLP
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
9. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of New York, without reference to conflicts of laws rules.
[SIGNATURES ON FOLLOWING PAGE]
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HAIGHTS CROSS COMMUNICATIONS, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Xxxx Xxxxx, Senior Vice President and | ||||
Chief Financial Officer | ||||
/s/ Xxxx X. Xxxxxx | ||||
Xxxx X. Xxxxxx | ||||
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