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EXHIBIT 10.1
AMENDMENT ONE TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT ONE TO EMPLOYMENT AGREEMENT ("Amendment") is made as of
the 30th day of January, 2001 by and between Information Resources, Inc., a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive have entered into an Employment
Agreement, dated as of April 30, 1999 (the "Employment Agreement"), pursuant to
which the Company employs the Executive as President and Chief Executive Officer
of the Company;
WHEREAS, as part of the Employment Agreement, Executive was entitled to
receive 300,000 options under the terms of the 1992 Executive Stock Option Plan
(the "Executive Option Plan") to purchase shares of the Company's common stock
at an exercise price of $12.00 per share during 2000 on or before May 20, 2000;
WHEREAS, because the Company determined that it did not have an
adequate number of stock options available under the Executive Option Plan
during 2000 to provide Executive with the full grant of 300,000 stock options in
accordance with the terms of the Employment Agreement, Executive agreed to
accept only 225,000 stock options in 2000 with an exercise price of $12.00;
WHEREAS, in consideration for Executive's agreement to accept only
225,000 stock options in 2000, the Compensation Committee of the Board of
Directors of the Company determined that the balance of 75,000 stock options
should be granted to Executive on January 30, 2001 at an exercise price of
$4.2813, the fair market value of the Company's stock on that date.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company and Executive, the parties agree as follows:
1.0 Effective as of January 30, 2001, Section 4(a)(iii) of the
Employment Agreement shall be deleted in its entirety and the following shall be
inserted in its place:
"(iii) In the event that Executive is employed by the
Company on the first anniversary of the Effective Date, and subject to
stockholder approval of additional Stock Options available for issuance
under the Option Plan, if necessary, then, on any business day selected
by the Company during calendar year 2000 up to and including May 20,
2000, the Company shall grant to Executive 225,000 Stock Options, at
the exercise price of $12.00 per share, which, subject to the
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provisions of subsections (b), (c) and (d) of this Section 4.0, shall
vest and become exercisable in three equal annual installments of
75,000 shares on each of May 20, 2001, May 20, 2002 and May 20, 2003.
(iv) In the event that Executive is employed by the
Company on the first anniversary of the Effective Date, and subject to
stockholder approval of additional Stock Options available for issuance
under the Option Plan, if necessary, then, on January 30, 2001, the
Company shall grant to Executive 75,000 Stock Options, at the exercise
price of $4.2813 per share, which, subject to the provisions of
subsections (b), (c) and (d) of this Section 4.0, shall vest and become
exercisable in two equal annual installments of 37,500 shares on each
of January 30, 2002 and January 30, 2003."
2.0 Except as expressly modified herein, the terms and conditions of
the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and Executive have caused this
Amendment One to Employment Agreement to be duly executed as of the date first
written above.
INFORMATION RESOURCES, INC.
ATTEST: By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx Chief Financial Officer
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Xxxxxx X. Xxxx
Secretary
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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