FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered
into as of April 1, 2005, by and between GUIDELINE RESEARCH CORP., a New York
corporation (the "Company") and a subsidiary of FIND/SVP, INC., a New York
corporation ("FIND"), and XXXXXX LA TERRA (the "Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement entered into as of April 1, 2003 (the "Employment Agreement"); and
WHEREAS, the Company, the Executive and FIND now desire to amend and
modify certain terms and provisions of the Employment Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Any capitalized term used, but not defined, in this Amendment shall
have the meaning given thereto in the Employment Agreement. All section
references herein refer to the applicable section of the Employment Agreement.
2. Section 2 is hereby amended by deleting such Section in its entirety
and replacing it with the following new Section 2:
"Section 2. Employment Period. The term of the Executive's
employment by the Company (the "Employment Period") shall continue until
the earliest to occur of (i) March 31, 2006 (the "Scheduled Termination
Date"), (ii) termination of the Executive's employment in accordance with
Sections 6(a), (b) or (c) hereof or (iii) the date of the Executive's
death. Subject to earlier termination of this Agreement pursuant to the
foregoing clauses (ii) and (iii), the Employment Period shall be extended
automatically for successive one-year terms (each such term being an
"Extension") unless either the Company or the Executive gives the other
party written notice at least sixty (60) days prior to the Scheduled
Termination Date or the end of the previous Extension, as applicable, of
such party's desire to terminate this Agreement on the Scheduled
Termination Date or the applicable Extension, in which case this Agreement
will terminate on the Scheduled Termination Date or the date on which the
applicable Extension terminates."
3. Section 3 is hereby amended by (a) adding the following sentence at the
end thereof: "Notwithstanding anything in this Agreement to the contrary, unless
reasonable business demands or reasonable travel requirements necessitate
otherwise as reasonably determined by Xxxxx Xxxxx and conveyed as such to
Executive, Executive shall carry out his duties and responsibilities as
President of the Company at the Company's offices at 0 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, but shall be permitted to work from his home each Monday per
week, it being the intention of the parties that, in no event shall the
Executive be deprived of working at home less than 47 business days per annum,"
and (b) deleting, in each place it occurs in Section 3, the phrase "the CEO of
FIND" and by replacing it in each such instance with the phrase "the CEO of FIND
and a mutually agreed upon officer of FIND or one of its subsidiaries.
4. Section 5(a) is hereby amended by (a) deleting the phrase "One Hundred
Fifty Thousand Dollars ($150,000.00)" and replacing it with the phrase "Two
Hundred Fifty Thousand Dollars ($250,000.00)" and (b) adding the following
sentence at the end of such Section 5(a):
"On the first day of each Extension, if any, the Executive's salary
shall increase by four percent (4%) from the Executives salary
during the previous Employment Period or Extension, as the case may
be, for the part of the Employment Period beginning the first day of
such Extension and ending the date that is the one-year anniversary
of the first day of such Extension (each such period being an
"Extension Period").
5. Section 5(e) is hereby amended by deleting the dollar figure of
"$37,500" and replacing it with "$25,000".
6. Section 5 is hereby amended by adding the following new paragraph (i):
"(i) Annual Cash Bonus. In addition to the other compensation set
forth in this Section 5, the Executive shall, for each complete year
during the Employment Period (including each Extension Period, if
any), be entitled to an annual payment in cash (the "Annual Cash
Bonus") equal to the amount calculated as set forth on Schedule 5(i)
to this Agreement."
7. Section 6(d)(III) is hereby amended by deleting it in its entirety and
replacing it with the following:
"Notwithstanding anything to the contrary contained in Section 5(d)
above or elsewhere in this Agreement, beginning on April 1, 2005, as
an irrevocable sign on bonus, the Executive, his spouse and his
children shall be covered under FIND's medical plan, with all
premiums payable by the Company or FIND (except as otherwise
provided below), with benefits comparable to the benefits he, his
spouse and his children have under their existing family medical
plan on the date hereof. The Executive shall be covered under, and
the Company or FIND shall pay the premiums with respect to (except
as otherwise provided below), such medical plan until the earlier of
(i) his death or (ii) his coverage in Medicare or any successor
government-sponsored eldercare benefit (as such benefit is modified,
amended or supplemented from time to time) ("Medicare"), in either
case regardless of whether the Executive is employed by the Company
during such period. The Executive's spouse shall be covered under,
and the Company or FIND shall pay the premiums with respect to
(except as otherwise provided below), such medical plan until the
earlier of (i) her death or (ii) her coverage in Medicare, in either
case regardless of whether the Executive is employed by the Company
or has died during such period. Each of the Executive's children
shall be covered under, and the Company shall pay the premiums with
respect to (except as otherwise provided below), such medical plan
until such child has reached such medical plan's age limit for the
coverage of dependent children (which is currently 25 years of age),
regardless of whether the Executive is employed by the Company or
has died during such period. The Executive, on behalf of himself and
his wife, hereby agrees that the Executive and his wife will use
commercially reasonable efforts to obtain coverage in Medicare as
soon as the Executive or his wife is eligible to obtain such
coverage. Notwithstanding anything to the contrary above, the
aggregate annual amount of all premiums payable by the Company or
FIND hereunder shall be limited to $25,000. The cost of the premiums
for the aforementioned coverage shall be calculated and be the same
as premiums for similar coverage for other full time employees of
the Company or FIND, and the Executive, or his wife, shall be
required to reimburse the Company or FIND, as the case may be, for
yearly premiums above $25,000 upon such notification and
documentation from the Company or FIND. Notwithstanding anything to
the contrary above, but subject to the annual cost limitations
above, in the event that FIND cannot provide the coverage above
under its medical plan for any reason whatsoever, the Executive and
his spouse and children, as the case may be, shall be provided with
coverage comparable to FIND's medical plan on the date hereof."
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8. The Employment Agreement is hereby amended by adding a new Schedule
5(i), the text of which is set forth on Exhibit A hereto.
9. Except as expressly amended by this Amendment, the Employment Agreement
shall remain in full force and effect.
10. This Amendment shall be governed by, and construed in accordance with
the laws of the state of New York applicable to contracts executed, and to be
fully performed, in such state.
11. This Amendment may be executed in any number of counterparts and via
facsimile, but all such counterparts will together constitute one and the same
agreement.
12. This Amendment shall be effective as of the date first above written
which is April 1, 2005.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the day and year first written above.
COMPANY: EXECUTIVE:
GUIDELINE RESEARCH CORP.
By: /s/ Xxxxx Xxxxx /s/ Xxxxxx La Terra
------------------- -------------------
Name: Xxxxx Xxxxx Xxxxxx La Terra
Title: Vice President
ACCEPTED AND AGREED TO WITH RESPECT TO THE
SPECIFIC PROVISIONS OF SECTIONS 5(d), (e),
AND (g) AND 6(d)(III) OF THE EMPLOYMENT
AGREEMENT AS AMENDED BY THIS AMDENDMENT:
FIND/SVP, INC.
By:/s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
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