MODIFICATION TO EMPLOYMENT AGREEMENT
This Modification To Employment Agreement ("Modified Agreement") is being
made as of this ____ day of January, 2001, by and between MARKETING SERVICES
GROUP, INC., a Nevada corporation (the "Company") having its principal offices
at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, and XXXXXXX X. XXXXXXX
("Employee")(collectively the "Parties"), an individual residing at 0 Xxxxxxx
Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS, the Parties entered into an Employment Agreement dated July 6,
2000 (the "Employment Agreement"); and
WHEREAS, the Parties desire to modify the Employment Agreement to update
their understanding with respect to certain provisions regarding termination of
Employee's employment with Company; and
WHEREAS, the Employment Agreement provides that any modifications must be
made by a written instrument duly executed by each party; and
WHEREAS, the Parties desire to modify certain terms and conditions
contained in the Employment Agreement which terms and conditions are set forth
in this Modified Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and intending to be legally bound hereby, the Parties hereto
agree as follows:
1. The Parties agree that Employee's termination shall be deemed to be
without cause if exercised in accordance with this Modified Agreement.
2. The Employment Agreement is modified to delete existing Section 8. and
to replace the same with the following:
A. Notwithstanding any provisions in the Employment Agreement to the
contrary, Employee shall be entitled to terminate his employment upon the
earlier of the following to occur:
(i) the date the Company executes an agreement with another
individual or entity providing for the merger or sale of
substantially all of the Company's assets; or (ii) Wednesday,
February 28, 2001.
B. Upon such termination, Employee shall be entitled to:
(i) severance pay equal to 2.99 times the sum of Employee's base
salary in the amount of $400,000.00 plus his first year's bonus
in the amount of $200,000.00; (ii) all stock options granted to
Employee pursuant to Section 3. (b) of the Employment Agreement
shall fully vest and become immediately exercisable; and (iii)
any accrued but unused vacation time.
C. The sums owed to Employee pursuant to 2.B.(i) are calculated as
follows:
Employee's Base Salary $400,000.00
Employee's Bonus $200,000.00
Total Compensation: $600,000.00
$600,000.00 multiplied by 2.99 $1,794,000.00
D. Company shall pay the $1,794,000.000 owed to Employee under
Paragraph 2.B.(i), as calculated under Paragraph 2.C., in accordance with
the following Schedule:
May 1, 2001 $225,250.00
August 1, 2001 $225,250.00
November 1, 2001 $448,500.00
February 1, 2002 $448,500.00
May 1, 2002 $448,500.00
Any other sums owed to Employee under this Section shall be
paid on May 1, 2001.
3. The Employment Agreement is modified to delete Section 7.(d).
4. Upon the termination of the Employment Agreement in accordance with this
Modified Agreement and the satisfaction of all payments required to be made to
Employee upon termination, the Parties, their agents, servants, attorneys,
employees for good and valuable consideration, do hereby remise, release and
forever discharge the other from all debts, demands, actions, causes of action,
suits, accounts, promises, doings, omissions, covenants, contracts, agreements,
damages and liabilities whatsoever, known and unknown, of every name and nature
which either Employee or Company now has, may have, or has ever had, from the
beginning of time to the date of termination of Employee's employment with
Company Employee and Company intend that this Release take effect as a sealed
instrument. 5. If Company becomes the subject of a petition in bankruptcy,
either voluntary or involuntary, or in any other proceeding under federal
bankruptcy laws or makes an assignment for the benefit of creditors or is named
in or the Company's property becomes subject to a suit for the appointment of a
receiver, then all sums owed to Employee under this Agreement, not yet paid,
shall become immediately due and payable. 6. In the event any provisions of the
Employment Agreement are contrary to this Modified Agreement, the provisions of
this Modified Agreement shall control.
MARKETING SERVICES GROUP, INC.
By: /S/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Chairman & CEO
/S/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
