EXHIBIT 10.17
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 26th day of June, 1998, by and between ASD GROUP, INC., a
Delaware corporation with its principal office located at Xxx Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxx Xxxx 00000 (the "Company"), and XXXX X. XXXXX, whose residence
address is 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (the "Executive").
RECITALS
A. The Executive is currently the Chairman of the Board and
Chief Executive Officer of the Company.
B. The Executive is employed by the Company pursuant to the terms
of that certain Employment Agreement dated as of December 1,
1996, by and between the Company and the Executive (the
"Employment Agreement").
C. The Company and the Executive have agreed to modify the terms
of the Employment Agreement as described herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereby agree as follows:
1. TERM. The term of the Employment Agreement shall be amended
such that it is for a period of one year, commencing the date
hereof (the "Commencement Date") and expiring on the first
anniversary of the Commencement Date (the "Term"). At the
option of the Company, the Employment Agreement shall be
renewable for three additional one-year terms on the terms
described herein; provided, however, that the Base Salary will
increase to at least $160,000.
2. DUTIES OF THE EXECUTIVE. The Executive shall serve as the
Chairman of the Board and Chief Executive Officer or in such
other capacity as the Board shall deem appropriate.
3. COMPENSATION. Initially, the Executive shall receive a base
salary at the annual rate of $80,000. Notwithstanding the
foregoing, immediately upon the earlier of (i) conversion of
the Company's Series A, Series B and Series C Convertible
Preferred Stock, and (ii) such time as the Company has three
consecutive profitable months (i.e., has income before income
taxes as opposed to a loss before income taxes), the
Executive's salary shall automatically increase to the annual
rate of $160,000.
4. OTHER BENEFITS. The Company shall continue to pay the net
premiums on Xx. Xxxxx'x split dollar insurance policies;
provided such net premiums shall not exceed $12,000 per year.
In addition, Xx. Xxxxx currently receives five weeks paid
vacation. Xx. Xxxxx will continue to receive five weeks
vacation during the Term.
5. CONSULTING AGREEMENT. Section 7 of the Employment Agreement
contains certain restrictive covenants, including provisions
for non-competition, non-solicitation and non-disclosure,
during the Term and for a period of one year following
termination. Notwithstanding anything contained herein or in
the Employment Agreement to the contrary, the parties agree
that such restrictive covenants shall only apply for the
one-year period following termination if the Company enters
into a Consulting Agreement with the Executive providing for
the payment of $35,000 per year and the continuation of the
other benefits provided during the Executive's term of
employment as well continue to pay net premiums on Xx.
Xxxxx'x split dollar insurance policies.
6. CHANGE OF CONTROL. Section 6 of the Employment Agreement shall
be deleted.
7. OTHER TERMS. All other terms and conditions of the Employment
Agreement not specifically amended hereby remain in full force
and effect.
8. AGREEMENT. The terms of the Employment Agreement are
specifically amended as described herein automatically and
without any further modification. Notwithstanding the
foregoing, should the Company so request, the Executive shall
agree to sign a restated Employment Agreement which
memorializes the terms of the Employment Agreement and
Amendment.
9. RELEASE. Executive and its heirs, executors, administrators,
legal representatives and successors and assigns, hereby
release and absolutely forever discharge the Company, its
subsidiaries, officers, directors, employees and agents, and
their respective heirs, executors, administrators, legal
representatives and successors and assigns (collectively,
the "Company") from any and all claims, contracts, demands,
damages, liabilities, accounts, reckonings, obligations,
costs, expenses, liens, actions, and causes of action of any
kind and nature whatsoever (the "Claims"), which Executive
has, owns or holds or at any time ever had, owned or held
against the Company arising from or related to the
Employment Agreement; provided, however, nothing herein
shall release or act as a waiver with respect to future
Claims.
2
IN WITNESS WHEREOF, this Amendment has been duly signed by the parties
hereto on the day and year first above written.
ASD GROUP, INC.
By: /S/ XXXXXXX X. XXX
-------------------------------------
Name: XXXXXXX X. XXX
-----------------------------------
Title: PRESIDENT
----------------------------------
/S/ XXXX X. XXXXX
----------------------------------------
XXXX X. XXXXX
3