AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
JUNIPER GROUP, INC. AND VLADO XXXX XXXXXXXXXXX
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into this 11th day of February, 1998, by and between Juniper Group, Inc.
a Nevada corporation (hereinafter referred to as the "Company"), with offices at
000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000, and Xxxxx X.
Xxxxxxxxxxx (hereinafter referred to as "Executive") with offices at 000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Executive has been employed by the Company pursuant to the
terms of an employment agreement dated January 1, 1990 (the "Original
Agreement"), as amended December 5, 1990 (the "1990 Amendment"), January 3, 1994
(the "1994 Amendment"), and April 15, 1995 (the "1995 Amendment") (collectively,
the "Executive Agreement");
WHEREAS, the Company desires to continue to employ the Executive to
perform the duties described in the Original Agreement (as amended by the 1990
Amendment, the 1994 Amendment and the 1995 Amendment, the "Employment
Agreement").
WHEREAS, the Executive desires to accept such continued employment with
the Company; and
WHEREAS, the Executive and the Company desire to amend the Employment
Agreement as set forth herein;
NOW THEREFORE, based on the foregoing premises and in consideration of
the mutual covenants and agreements contained herein, and for other good and
valuable consideration, the parties hereto agree as follows:
1. Paragraph 2 of the Original Employment Agreement as amended by
paragraph 1 of the 1995 Amendment, is amended to make the term of the
Employment Agreement a period of seven years commencing on the date
hereof (hereby the "Effective Date"), and shall continue until the
seventh anniversary date of the Effective Date, provided however that
the term of this Agreement may be continued thereafter by renewal on a
year to year basis, subject to mutual agreement of the parties to the
Employment Agreement, if at least one hundred and eighty (180) days
before the date of termination of the date of the initial term of this
agreement and any renewal hereof, either party gives the other written
notice of the intention not to extend this Employment Agreement as so
provided. All other terms and conditions with this paragraph shall
remain in full force and effect.
2. Paragraph 2 (a), (b)(i), (ii) and 2 (c) of the 1995 Amendment is
superseded by the following provisions:
Options
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(i) The Executive shall have the right to receive up to 40% of his
annual Base Salary in the form of ten (10) year non-qualified
stock options (as described in Section 422 of the Internal
Revenue Code of 1986, as amended) to purchase common stock,
$.001 par value (the "Common Stock") of the Company ("NQSOs").
The Executive shall provide written notice to the Company of
his intent to receive NQSOs in lieu of a portion (not to
exceed 40%) of his salary (the "NQSO Notice") no less than
five days prior to the date on which his salary is payable.
The number of NQSOs issuable in lieu of Base Salary for which
options are being issued by one half of the closing bid price
on the date the Base Salary is payable as reported on the
NASDAQ Stock Market ("NASDAQ").
(ii) In addition to the options that Executive may elect to receive
during the year at his option, in lieu of base salary
payments, and in order to encourage the Executive to use his
maximum efforts on behalf of the Company, the Company shall
grant to the Executive each year during the initial Term and
each renewal term additional ten (10) year NQSOs to purchase
one hundred thousand (100,000) shares of the Company's Common
Stock pursuant to the Company's 1998 Stock Option Plan or such
other option plan as may then be in effect (the "Plan"). The
exercise price of the options being issued shall be one half
of the closing bid price as reported on NASDAQ on the date of
the acquisition's closing.
(iii) As an additional part of the Executive's incentive option
arrangement, in the event that during the initial Term or any
renewal term, the Company acquires any other business entity
(whether a corporation or otherwise) introduced to the Company
by the Executive, the Executive shall be entitled to receive
additional ten (10) year NQSOs to purchase (x) a number of
shares of the Company's Common Stock having a fair market
value (based upon the market price of the Common Stock on the
date of such acquisition) in an amount equal to percent (10%)
of the consideration paid in cash, plus (y) 10% of the number
of shares of the Company's Securities issued in such
acquisition (with same rights as are attached to the
securities issued to the seller). The exercise price of the
options being issued shall be one half of the closing bid
price as reported on NASDAQ on the date of the acquisition
closing.
(iv) As an additional part of the Executive's incentive option
arrangement, in the event that during the initial Term or any
renewal term, the Company Organizes a subsidiary or enters
into a joint venture or strategic business alliance with a
third party introduced by the Employee and the Company owns a
majority of the capital stock and other equity interests of
such subsidiary or other entity, the Employee shall be
entitled to receive additional ten (10) year NQSOs to purchase
a number of shares of the Company's Common Stock having a fair
market value (based upon the average of the closing market
prices of the Common Stock for the 30 trading days immediately
preceding the end of each fiscal year of the subsidiary or
such other entity) in an amount equal to ten percent (10%) of
the pre-tax net profits of such subsidiary or other entity for
each of the first five (5) fiscal years of such subsidiary or
other entity. The exercise price should be fifty percent of
the closing bid price of the Company's stock on the day of the
end of the fiscal year of such subsidiary or other entity.
(v) LEFT BLANK ITENTIONALLY
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(vi) As additional compensation, the Company will grant to the
Executive the following number of Shares of the Company's
Common Stock, which are not registered under the Act, upon the
occurrence of any of the following events:
(a) Options to purchase 100,000 Shares in the fiscal year
that "Operating Income" (as defined in Paragraph 2(d)
in the 1995 Amendment), is equal to or greater than
$100,000, and (2) in each successive fiscal year
Operating Income increases by 10% as compared to the
previous year; and
(b) Options to purchase 50,000 Shares if Gross Revenue of
any subsidiary or intermediary subsidiary increases
by 15% in any fiscal year compared to the previous
year.
The exercise price of such options granted hereunder shall be
fifty percent the closing bid on the last day of the fiscal
year.
(vii) (a) If there is any stock dividend, stock split, or
combination of shares of Common Stock of the Company,
the number and amount of shares then subject to this
option shall be proportionately and appropriately
adjusted; no change shall be made in the aggregate
purchase price to be paid for all shares to this
option, but the aggregate purchase price shall be
allocated among all shares, subject to this option
after giving effect to the adjustment.
(b) If there is any change in the Common Stock of the
Company, including recapitalization, reorganization,
sale or exchange of assets, exchange of shares,
offering of subscription rights, or a merger or
consolidation in which the Company is the surviving
corporation, all of the options granted to the
Executive under the Executive's Agreement, shall be
immediately exercisable. Failure of the Board of
Directors to provide for an adjustment pursuant to
this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive
evidence that no adjustment is required in
consequence of such action.
(c) If the Company is merged into or consolidated with
any other corporation, or if it sells all or
substantially all of its assets to any other
corporation, then either (i) the Company shall cause
provisions to be made for the continuance of this
option after such event, or for the substitution for
this option of any option covering the number and
class of securities which the Executive would have
been entitled to receive in such mergers or
consolidation by virtue of such sale if the Executive
had been the holder or record of a number of shares
of Common Stock of the Company equal to the number
covered by the unexercised portion of this option, or
(ii) the Company shall give to the Executive written
notice of its election not to cause such provision to
be made and this option shall be exercisable in full
(or, at the election of the Executive, in part at any
time during a period of twenty days, to be designated
by the Company, ending not more than 10 days prior to
the effective date of the merger, consolidation or
sale, in which case this option shall not be
exercisable to any extent after the expiration of
such 20 day period. In no event, however, shall this
option be exercisable after the Termination Date.
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3. Expenses
The Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of shares of stock pursuant thereto and all
other fees and expenses necessarily incurred by the Company in connection
therewith.
4. Notice of Exercise of Options
(a) The person exercising an option shall not be considered a
record holder of the Stock so purchased for any purpose until
the date on which he is actually recorded as the holder of
such stock in the records of the Company.
(b) This option shall be exercisable whether or not Executive
shall continue to be an employee of the Company, or early,
normal or deferred retirement or prior to the earliest date on
which the option expires in accordance with its terms, except
that if the Executive is an employee of the Company at the
time of his death, then this option shall be exercisable by
his personal representative or heirs, as the case may be,
within the twelve month period next succeeding the death of
the Executive, or prior to the earliest date on which the
option expires in accordance with its terms.
5. Binding Upon Heirs, Successors and Assigns. This Amendment shall inure
to the benefits of and be binding upon, the Company, its successors and
assigns, including, without limitation, any person, partnership,
company or corporation which may acquire substantially all of the
Company's assets or business, or with or into which the Company may be
liquidated, consolidated, merged, or otherwise combined, and shall
inure to the benefit of the Executive, his heirs, distributes and
personal representatives, and be binding upon the Executive.
6. Waiver. The failure of either party to insist in any one or more
instances, upon performance of any of the terms, covenants or
conditions of this Agreement shall not be construed as a waiver of
further performance of any such term, covenant or condition, but the
obligations of either party with respect thereto shall continue in full
force and effect.
7. Notices. Any notice given hereunder shall be in writing and personally
delivered or mailed by registered or certified mail, return receipt
requested to the parties' respective address first set forth above, and
in the case of notice to the Company, addressed to the Secretary of the
Company with a copy to Snow Xxxxxx Xxxxxx, Attention Xxxx Xxxxxx, Esq.,
either party may, by notice as aforesaid; designate a different
address. Any notice given hereunder shall be effective on the date of
mailing.
8. Entire The parties hereto agree that, effective as of February 11,
1998, this Amendment supersedes the terms and provisions of the
Employment Agreement and any previous agreements between the Executive
and The Company only to the extent of a direct modification or addition
or conflicting provision set forth in this Amendment, as amended
hereby, contains the entire understanding and agreement between the
parties with respect to the subject matter hereof and cannot be
amended, modified or supplemented in any respect, except by a
subsequent written agreement entered into by both parties hereto. All
other provisions not amended in the Original Agreement, 1990 Amendment,
1994 Amendment and 1995 Amendment shall continue to be survived and be
in full force and effect.
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9. Severability. If any provision of this Agreement shall, for any reason,
be adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate the
remainder of this Agreement, but shall be confined in its operation to
the provisions of this Agreement directly involved in the controversy
in which such judgment shall have been rendered.
10. Governing Law/Jurisdiction/Dispute Resolution. This Agreement shall be
governed by and construed under the laws of the State of New York and
disputes in connection therewith shall be resolved in courts located in
the County of Nassau, State of New York or arbitrated before the
American Arbitration Association (the "AAA") in the County of Nassau,
State of New York pursuant to the then Rules of the AAA. The parties
consent to the jurisdiction of the Supreme Court of the State of New
York and the U.S. District Court sitting in the Eastern District of the
State of New York with respect to any and all proceedings and further
agree that any and all process and notices of motions or applications
in relation to any Court proceedings or arbitration may be served upon
a party personally or by registered or certified mail, return receipt
requested. The service may be accomplished either within or without the
State of New York, and such notice shall be given of all applications
and hearings as is provided by the laws of the State of New York. The
award of the Courts or arbitrators shall be final and binding upon the
parties and judgment thereon may be entered as provided by the laws of
the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first herein above written.
/S/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
JUNIPER GROUP, INC.
/S/ Xxxxxx X. Xxxxxxx
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EXECUTIVE
/S/ Xxxxx X. Xxxxxxxxxxx
By:
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