ADDENDUM TO EMPLOYMENT AGREEMENT
WHEREAS, GEN TRAK, INC., a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania (hereinafter called "Company"), and
Xxxxxx X. Xxxxx, Xx. (hereinafter called "Employee") entered into a certain
EMPLOYMENT AGREEMENT dated as of November 26, 1996 ("Employment Agreement"); and
WHEREAS, the parties hereto wish to clarify and supplement their
agreement effective as of January 1, 1998.
NOW, THEREFORE, the parties hereto, for good and valuable
considerations, the receive and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, agree as follows:
1. Compensation. The initial base compensation to Employee is hereby increased
to One Hundred Sixty-Six Thousand Dollars ($166,000.00) per year, provided,
however that up to Twenty Four Thousand Dollars ($24,000.00 dollars) of such
salary per year shall be deferred until December 31, 1999: provided, however,
that
(i) Should the Employee cease to be employed by the Company or be
terminated for any reason whatsoever, all deferred salary shall be paid in full
to the Employee on the date of such termination; and
(ii) In the event that the Company "goes public", is acquired or is
in some other fashion placed on a sounder financial footing,
all deferred salary shall be immediately paid in full to the
Employee.
2. Success Fee. In addition to the provisions of paragraph 1 above, in the event
that Employee shall introduce Company to any person(s) and/or entity(ies) which
the Company, during the term of this the Employment Agreement or within 18
months after Employee's employment hereunder ceases, shall enter into a
Transaction (as herein defined) the Company shall pay to the Employee, upon the
closing of any Transaction, an amount (the "Success Fee") equal to the sum of
the following percentages of the Total Consideration (as herein defined) of such
Transactions.
Success Fee of the Total Consideration
----------- ------ -------------------
5 percent Up to $5 million
4 percent In excess of $5 million but
less than $6 million
3 percent In excess of $6 million but
less than $7 million
2 percent In excess of $7 million but
less than $10 million
1 percent In excess of $10 million
For purposes of this paragraph, a "Transaction" shall mean any transaction in
which (i) the Company acquires all or any part of the assets or stock of any
other entity (other than in the ordinary course of the Company's business) (ii)
the Company sells all or any material part of its assets other than in the
ordinary course of business, or (iii) the shareholders of the Company sell more
than 50 percent of the outstanding stock of the Company. The "Total
Consideration" shall mean the entire payment received by the seller of assets or
stock, including any indebtedness assumed directly or indirectly by the
purchaser.
In the event an individual or individuals are involved with Employee
with such introduction (collectively, the "Third Parties"), the Company shall
pay the Success Fee:
(i) In accordance with any written agreement between the Employee and
the Third Parties, or
(ii) In the absence of such an agreement, pro rata between the Employee
and the Third Parties.
3. Except as specifically modified herein, the Employment Agreement shall
continue in full force and affect in accordance with its terms.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its Chairman and its corporate seal affixed, duly attested by its
Controller, and Employee has hereunto set his hand and seal as of the day and
year first above written.
Company: Gen Trak, Inc.
By:________________________________ By:_________________________________
Attest: Xxxxxx X. Xxxx, Xx.
Chairman
Employee:
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Witness Xxxxxx X. Xxxxx, Xx.
Corporate Seal:
