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EXHIBIT 10.46
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") dated and
effective as of JANUARY 13, 2000, by and between Precision Response Corporation,
a corporation organized and existing under the laws of the State of Florida
(hereinafter referred to as "Employer"), and Xxxxxxx Xxxxxx hereinafter referred
to as ("Employee").
W I T N E S S E T H
WHEREAS, Employer currently employs Employee pursuant to an Employment
Agreement dated April 14, 1999 by and between Employer and Employee; and
WHEREAS, Employer and Employee desire to amend the Employment Agreement
as set forth herein.
NOW THEREFORE, the parties agree that the Employment Agreement shall be
amended as of and after the date hereof as follows:
Section 9 is hereby amended by the addition of the following
Subsection F:
F. EXCISE TAX TREATMENT. If any of the payments or benefits to be
received by Employee in connection with a Change in Control
(as defined in Subsection 9E.) pursuant to the terms of this
agreement or any other plan, arrangement or agreement (such
payments or benefits the "Total Payments") will be subject to
any excise tax imposed by Section 4999 of the Internal Revenue
of 1986, as amended (the "Code"), then, after taking into
account any reduction in the Total Payments provided by
Section 280G of the Code in such other plan, arrangement or
agreement, the payments made pursuant to Subsection 9E. of
this Employment Agreement shall be reduced to the extent
necessary so that no portion of the Total Payments is subject
to the excise tax but only if (i) the net amount of such Total
Payments, as so reduced (and after subtracting the net amount
of federal, state and local income taxes on such reduced Total
Payments) is greater than or equal to (ii) the net amount of
such Total Payments without such reduction (but after
subtracting the net amount of federal, state and local income
taxes on such Total Payments and the amount of excise tax to
which the Employee would be subject in respect of such
unreduced Total Payments).
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the day and year first above written.
PRECISION RESPONSE CORPORATION
BY: /s/ XXXXXXX X. XXXXXX
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Exec. Vice Pres.
/s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
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