Exhibit 10.21
FIRST AMENDMENT TO
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EMPLOYMENT AGREEMENT
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This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made and entered into as of this 29th day of April, 2002 by and between HEALTH &
NUTRITION SYSTEMS INTERNATIONAL, INC., a Florida corporation ("HNS", "Company"
or the "Employer"), and XXXXX XXXX, an individual (the "Employee").
Preliminary Statement
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The parties have entered into an Employment Agreement (the "Agreement")
effective as of January 1, 2002, and desire to amend such Agreement as set forth
in this First Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, agree as follows:
ARTICLE I
1. The provisions of this First Amendment shall govern and control over
any conflicting or inconsistent provisions in the Agreement, but except as
modified hereby, the Agreement remains in full force and effect. Terms used
herein but not defined herein shall have the meanings given them in the
Agreement. The first sentence of Section 2.2 is hereby amended by deleting the
same in its entirety and substituting therefor the following:
"Employee agrees to devote his time and energies to performance of his
duties on behalf of Employer, which duties are the general and customary duties
generally associated with the positions of Chief Executive Officer ("CEO"),
President and Interim Chairman of the Board of Directors."
2. Subsection 2.5(a)(ii) is hereby amended by deleting the same in its
entirety and substituting therefor the following:
"the Company having materially changed the scope and type of the duties
the Employee is to perform, or assigning the Employee to work outside the
Southeast Florida region, in each case unless the Employee specifically consents
thereto; provided, however, Employee acknowledges that, upon the Board's
election of a Chairman of the Board, Employee shall cease serving in the
position of Interim Chairman of the Board and such cessation shall not
constitute a constructive termination hereunder."
3. The fourth sentence of Section 3.1 is hereby amended by deleting the
same in its entirety and substituting therefor the following:
"The parties hereto acknowledge and agree that (i) as of the Effective
Date of the Agreement, Employer owed Employee $32,578 for base salary and bonus
accrued but not paid during the fiscal year ending December 31, 2001 (the "Back
Pay") and (ii) as of date hereof, Employer has paid $10,000 of Back Pay to
Employee, and (iii) Employer shall pay to Employee the rest of the Back Pay in
twelve equal monthly installments of $1,881.50 commencing May 1, 2002, provided
that this obligation may be prepaid as the Employer's cash flow permits."
4. This First Amendment shall be governed by Florida law, and may be
executed in any number of counterparts and by facsimile. All executed
counterparts shall constitute one agreement notwithstanding that all signatories
are not signatories to the original or the same counterpart.
IN WITNESS WHEREOF, the Employer and the Employee have executed and
delivered this First Amendment to Employment Agreement as of the day and year
first above written.
THE EMPLOYER:
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Director
THE EMPLOYEE:
/s/Xxxxxxxxxxx Xxxx
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Xxxxx Xxxx
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