EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is made this 23rd
day of July, 1997, by and between The Score Board, Inc., a New Jersey
corporation with offices at 0000 Xxx Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000 (the "Corporation"), and Xxxxxxx Xxxxxx, an individual residing at 00 Xxxx
Xxxxx Xxx, Xxxxxxxx, Xxx Xxxxxx 00000 (the "Employee"). All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Employment Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, Corporation and Employee are parties to a certain Employment
Agreement dated November 5, 1996 (the "Employment Agreement"); and
WHEREAS, Corporation and Employee wish to amend the Employment agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree to amend the Employment Agreement as
follows:
1. Paragraph 2 - Term. Paragraph 2 of the Employment Agreement is hereby
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amended and restated in its entirety as follows:
"2. Term. The term of employment of Employee under this Agreement
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shall commence on November 1, 1996, and shall continue, unless
terminated in accordance with the provisions of Paragraph 5 or 6
hereof, through February 19, 1998."
2. Paragraph 3(a) - Office and Duties. Paragraph 3(a) of the
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Employment Agreement is hereby amended and restated in its entirety as follows:
"(a) During the term hereof, Employee shall serve as Chairman and
Chief Executive Officer of the Corporation. Subject to any
restrictions set forth in the By-Laws of the Corporation or which may
be imposed from time to time by the Board of Directors of the
Corporation, Employee shall perform such duties as are customary for
an officer holding such position in a public company in the United
States and such other duties as may from time to time be assigned to
him by the Board of Directors of the Corporation. Employee shall have
direct reporting responsibilities to the Board of Directors only.
Employee shall perform his duties hereunder in a professional manner,
shall use his best efforts to perform such duties in conformity with
all applicable laws, rules and regulations of federal, state and local
jurisdictions and shall perform such duties in a manner which will
faithfully and diligently further the business and interests of the
Corporation. By way of clarification and without any implication to
the contrary, the Corporation shall not be entitled to terminate this
Agreement upon a breach by Employee of the terms of this Paragraph
3(a) unless such breach constitutes a "termination for cause" under
Section 6(a) hereof."
3. Paragraphs 4(a) and 4(b) - Compensation. Paragraphs 4(a) and 4(b) of
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the Employment Agreement are hereby amended and restated in their entirety as
follows:
"(a) Salary. A base salary for such services at the annual rate of
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$375,000 through February 28, 1997, and at the annual rate of $250,000
thereafter, payable in bimonthly installments.
(b) Bonus. The Corporation may, from time to time, pay Employee such
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bonuses as the Board of Directors may determine, but there is no
agreement regarding any such bonuses and the existence and amounts of
which shall be within the Board of Director's sole discretion."
4. Paragraph 6(a) - Termination of Employment. The second sentence
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of Paragraph 6(a) of the Employment Agreement is amended to read as follows:
"Termination for cause" shall mean discharge by the Corporation by
reason of any of the following (occurring at any time after the date
of this Agreement):"
and Paragraph 6(a)(ii) of the Employment Agreement is hereby amended and
restated in its entirety as follows:
"(ii) Dishonesty or willful misconduct which adversely affects the
reputation or business activities of the Corporation, substance abuse
for which Employee fails to undertake and maintain treatment within 15
days after being requested by the Corporation, or misappropriation of
assets."
5. Paragraph 6(b) - Termination of Employment Without Cause.
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Paragraph 6(b) of the Employment Agreement is hereby amended and restated in its
entirety as follows:
"(b) The Corporation may terminate the Employee without cause at any
time. In the event of any termination of Employee without cause prior
to February 19, 1998, unless Employee shall provide the Company with
written notice (a "Covenant Termination Notice") within five (5)
business days after the effective date of such termination that he
wishes the restrictions contained in Section 7(a) to terminate
immediately, (i) the Corporation shall pay or provide to Employee (in
addition to the salary, bonus and other compensation to which Employee
shall be entitled or shall have earned pursuant to Paragraph 4 hereof
through the date of such termination and any benefits referred to in
Paragraph 4 hereof in which Employee has a vested right under the
terms and conditions of the plan or program pursuant to which such
benefits were granted), (A) the base salary then in effect pursuant to
the provisions of Paragraph 4(a) hereof through February 19, 1998,
payable in bimonthly installments and (B) the medical and health
insurance coverage pursuant to the provisions of Paragraph 4(c)
through February 19, 1998, (ii) any partially vested options to
purchase the Corporation's Common Stock granted to Employee by the
Corporation will become vested and the expiration date of such options
shall be based upon the date of expiration of each individual option
grant and (iii) the restrictions contained in Paragraph 7(a) shall
only be applicable through February 19, 1998. In the event the
Corporation shall terminate the Employee without cause prior to
February 19, 1998 and Employee delivers a Covenant Termination Notice
to the Corporation within the five (5) business day period following
the effective date of such termination, Employee shall only be
entitled to (x) such salary, bonus and other compensation to which
Employee shall be entitled or shall have earned pursuant to Paragraph
4 hereof through the date of such termination and (y) any benefits
referred to in Paragraph 4 hereof in which Employee has a vested right
under the terms and conditions of the plan or program pursuant to
which such benefits were granted and the Corporation shall not be
obligated to pay or provide to Employee any compensation or other
benefits after the effective date of such termination. Upon
termination of this Agreement on February 19, 1998 in accordance with
the terms hereof or at any time thereafter (if the term of this
Agreement is extended), all obligations of the Corporation and
Employee under this Agreement will cease as of the date of such
termination, except Employee's obligations under Paragraph 7 will
survive and Employee shall be entitled to all accrued salary, bonuses
and other compensation hereunder which relate to the period prior to
February 19, 1998."
6. Paragraph 7(a) - Restrictive Covenants. The first paragraph of
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Paragraph 7(a) of the Employment Agreement is hereby amended and restated in
its entirety as follows:
"(a) Employee agrees, as a condition to the Corporation agreeing to
employ Employee and to the performance by the Corporation of its
obligations hereunder, particularly its obligations under Paragraph 4
hereof, that until the later of the termination of this Agreement
(including any renewals and extensions hereof) and February 19, 1998,
Employee shall not, without the prior written approval of the Board of
Directors of the Corporation, directly or indirectly through any other
person, firm or corporation, whether individually or in conjunction
with any other person, or as an employee, agent, consultant,
representative, partner or holder of any interest in any other person,
firm, corporation or other association:"
7. Other Items. All other terms of the Employment Agreement remain
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in full force and effect and the terms thereof, as hereby amended, may not be
changed, waived or terminated except in writing signed by the parties hereto.
IN WITNESS HEREOF, the parties have caused this amendment to be duly
executed and delivered as of the date first written above.
THE SCORE BOARD, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
