Exhibit 99(c)(15)
AMENDMENT NUMBER 2
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of the 19th day of January, 1999 by and between
Audits & Surveys Worldwide, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx Xxxxx, an individual residing at [2600 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxx 00000] (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement, dated as of March 24, 1995, as amended March 25, 1997 (collectively
referred to as the "Agreement"); and
WHEREAS, United Information Group Limited, an English limited company,
United Information Acquisition Corp., a Delaware corporation ("United
Acquisition") and the Company have entered into an Agreement and Plan of Merger,
dated as of January 19, 1999, whereby United Acquisition shall, pursuant to a
cash tender offer (the "Offer") by United Acquisition for all of the outstanding
shares of common stock, par value of $.01, of the Company, acquire (the
"Acquisition") the Company upon such terms and conditions as are set forth
therein.
WHEREAS, in connection with and as a result of the Acquisition the Company
and the Employee wish to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the Acquisition and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the Company and the Employee hereby agree as follows:
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to those terms in the Agreement.
1. AMENDMENT TO PARAGRAPH 3. Paragraph 3 of the Agreement shall be modified
such that the duties of the Employee, on or after the date of this Amendment and
for the balance of the Employment Term shall be as follows: The Employee shall
serve as a member of the Company's Board of Directors and as the chairman of the
Company subject to the authority and direct supervision of the Board of
Directors of the Company and shall perform such duties for the Company, the
Company's affiliates, subsidiaries, divisions and operating units as may be
assigned to him from time to time by the Board of Directors of the Company and
as are consistent with the usual duties of an employee of his status. The
Employee shall not be required to perform services at a location other than the
current principal office of the Company, or a successor principal office
established by the Company in New York County; provided, however, that the
Employee may be required to travel consistent with his past practice.
2. AMENDMENT TO PARAGRAPH 7. A new subparagraph 7(c) shall be added to read
as follows: The Employee shall, during the Employment Term, be entitled to the
same or comparable benefits, privileges and perquisites currently enjoyed by the
Employee, including, without limitation, those relating to vacations and days
off, first class travel and his existing office and secretary and during the
Employment Term, the Company shall in no way reduce the benefits or vacation (in
quality, type, quantity, duration or otherwise) provided on the date hereof to
the Employee.
3. AMENDMENT TO PARAGRAPH 12. Paragraph 12(b) shall be modified such that all
references to "the Company" shall be replaced by "the Company, its subsidiaries
or affiliates".
4. EFFECTIVENESS. This Amendment shall become effective upon consummation of
the acquisition by United Acquisition of in excess of 50% of the outstanding
Common Stock of the Company pursuant to the Offer.
5. INTEGRATION. Except as set forth in Sections 1 through 4 above, the terms
and conditions set forth in the Agreement shall remain in full force and effect
and shall be incorporated herein by this reference.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ H. Xxxxxx Xxxxxxx, Xx.
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Name: H. Xxxxxx Xxxxxxx, Xx.
Title: President
/s/ Xxxxxxx Xxxxx
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