EXHIBIT 10.6(a)(II)
AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT
This Amendment is dated as of March 1, 2002 by and between Applied
Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Xxxxxx X.
Xxxxxxxxxx (hereinafter referred to as "Employee"), and amends the Employment
Agreement dated as of November 30, 2000, by and between AGT and Employee (the
"Agreement").
W I T N E S S E T H:
WHEREAS, in August 2001, Employee was promoted to the position of
President and Chief Operating Officer of AGT; and
WHEREAS, AGT and Employee wish to amend the Agreement to restructure
Employee's compensation in recognition of such promotion and to provide
appropriate incentives to encourage Employee to remain in AGT's employ for the
foreseeable future;
NOW, THEREFORE, the parties hereto agree hereby agree:
1. The Term of the Agreement shall end on January 15, 2003.
2. Section 2(a) of the Agreement shall be modified to add the
following sentence:
"Effective as of August 8, 2001, Employee's Base Salary shall be
increased from $375,000 per annum to $500,000 per annum."
3. Section 2(c) of the Agreement shall be amended and restated in its
entirety to read as follows:
"(i) Employee will be eligible to receive a bonus for
calendar year 2001 up to a maximum of 50% of $375,000
(the "2001 Bonus"), subject to the guideline that (i)
fifty percent (50%) of the 2001 Bonus will be based
upon the Employee meeting certain objectives
established in the sole discretion of the Compensation
Committee of the Board of Directors (the "Objectives"),
and (ii) fifty percent (50%) of the 2001 Bonus will be
based upon the Employee exceeding the Objectives.
(ii) Employee will be eligible to receive a bonus for
calendar year 2002 up to a maximum of $250,000 based
upon AGT achieving certain performance objectives
established in the sole discretion of the Compensation
Committee of the Board of Directors.
(iii) In the event Employee is still employed as AGT's
President and Chief Operating Officer on January 15,
2003, Employee will receive a bonus of $250,000."
4. Section 3 of the Agreement shall be amended and restated in its
entirety as follows:
"3. Duties. Employee agrees to fulfill the duties of President and
Chief Operating Officer as such duties are defined by AGT's Board
of Directors. It is understood that the Company
intends to commence a search for a new Chief Executive Officer. In
light of the foregoing and the requirements of the Company as
determined by the Board of Directors, it is understood that the
Employee's duties may be modified from time to time in the future.
However, the Employee's duties must, at a minimum, consist of
those customarily performed by the Chief Operating Officer.
Employee's reporting relationship shall be as determined by the
Board of Directors in its sole discretion, provided that,
initially, Employee shall report to the Executive Committee of the
Board of Directors. Employee shall devote all of his business
efforts to the performance of his duties hereunder and shall do so
to the best of his abilities. The Employee's principal office,
which is currently in New York, shall be in a location determined
by the Board of Directors. Employee will travel both in the United
States and abroad as necessary and appropriate to fulfill his
duties."
5. Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect as originally executed.
6. Capitalized terms used herein and not defined shall have the
meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this
Amendment as of the date first written above.
APPLIED GRAPHICS TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive VP and CLO
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
