EXHIBIT 10.23
MCY MUSIC WORLD, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as of February 15, 2001
(this "Amendment"), by and between MCY Music World, Inc., a Delaware corporation
(the "Company"), and Xxxxx Xxxxxxx (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company and Executive have agreed to amend the employment
agreement of Executive dated as of August 22, 2000 (the "Agreement"), all upon
the terms and provisions, and subject to the conditions, set forth in this
Amendment;
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt, and legal adequacy of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. Paragraph "(b)" of Section "3" "COMPENSATION" of the Agreement is
hereby amended to the extent the Company agrees to prepay Executive's bonus with
respect to first six (6) six months of the first twelve (12) month period of the
Employment Term commencing August 22, 2000 and terminating on August 22, 2001
only as follows: 1. $25,000 upon execution of this Amendment; and 2. $25,000 on
March 30, 2001. The balance of the first twelve (12) month bonus and all other
bonuses payable pursuant to Paragraph "(b)" of Section "3" of the Agreement
shall be payable in accordance with the terms of the Agreement.
2. Clause "(iv)" of Paragraph "(b)" of Section "10" "EFFECT OF
TERMINATION" of the Agreement is hereby deleted in its entirety and is amended
and replaced with the following:
... (iv) in the case of a termination pursuant to Sections
9(d) or 9(e), a severance payment from the Company which shall be payable within
ten (10) Business Days (as such term is hereinafter defined) of such
termination, equal to six (6) months of the Executive's Base Salary if such
termination occurs within the first twelve (12) months following the date of the
Agreement or, if termination occurs after the first twelve (12) months following
the date of the Agreement, the lesser of one (1) year or the remainder of the
Employment Term of the Executive's Base Salary (such severance payment shall be
due regardless of whether or not the Executive engages in or seeks other
employment following the date of such termination). Notwithstanding the
foregoing, in the case of a termination pursuant to Sections 9(d) or 9(e) within
the first twelve (12) months following the date of the Agreement, Executive
shall be entitled to a severance payment from the Company of one (1) year of the
Executive's Base Salary in the event (A) the Company and/or its subsidiaries
close a transaction or equity placement whereby the Company and/or its
subsidiaries receive cash equal to or greater than ten million dollars
($10,000,000) on or before August 22, 2001, or (B) the Company and or its
subsidiaries generate gross revenues in an amount equal to or greater than ten
million dollars ($10,000,000) on or before August 22, 2001, exclusive of any
revenues generated from the Applied Digital Solutions, Inc. transaction (the
"Modified Severance Payment"). Such Modified Severance Payment shall be instead
of, and not in addition to, the severance payment due in accordance with this
provision.
3. Construction. In the event of a conflict between the Amendment and
the Agreement, the terms of the Amendment shall govern the agreement between the
Company and Executive. All defined terms used in the Agreement are incorporated
in the Amendment by reference. The Agreement, as amended herein, otherwise
remains in full force and effect.
IN WITNESS WHEREOF, each of the Company and the Executive has executed
this Agreement as of the date first above written.
MCY MUSIC WORLD, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
Chairman & Chief Executive Officer
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
