12/31/02
AMENDMENT NUMBER THREE (3) TO XXXXX EMPLOYMENT AGREEMENT
Subject to ratification by the Board of Directors at its
next regular meeting, this Amendment Number Three (3) is entered
into this 31st day of December 2002, ("Amended Employment
Agreement") by and between COMTEX News Network, Inc. ("COMTEX"),
a Delaware corporation, with its principal executive offices at
0000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("Company"), and
XXXXXXX X. XXXXX, whose address is 00000 Xxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000 ("Employee").
W I T N E S S E T H:
WHEREAS, COMTEX and the Employee entered into an employment
agreement on the 1st day of October 1998 and amended on the 1st
day of October 2001 and the 10th day of September 2002
(hereinafter "Agreement"); and
WHEREAS, COMTEX and the Employee wish to amend the terms of
the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein below, the parties hereto agree as
follows:
1. The term of the Agreement shall be extended through June 30,
2003.
2. A bonus pool for FY03 performance is hereby incorporated
into the Agreement:
A bonus pool for FY03 of $130,000 for Employee (split 2/3 - 1/3
between achieved revenues and achieved EBITDA) shall hereby be
established and administered consistent with the bonus
arrangement employed during FY02, modified as follows to reflect
the current Board-approved FY03 Budget (i.e., a revenue target of
$11.9 million and EBITDA target of $503 thousand):
FY03 Revenue Bonus Component = $86,667
FY03 Revenue $10.9M $11.9M $12.9M $16M
% Component Payable 0% 69% 100% 200%
FY03 EBITDA Bonus Component = $43,333
FY03 EBITDA $200K $503K $929K $1.56M
% Component Payable 0% 69% 100% 200%
*The intervals between the four break points stipulated
above shall be interpolated such that the resulting
percentage that is applied to any excess revenue or
EBITDA above the lower threshold shall result in a linear
bridge to the next higher threshold.
3. For the purpose of clarity, the following existing terms of
the Agreement are hereby reaffirmed:
a. Employee's annual base salary shall continue unchanged at
$195,000
b. Employee shall continue to be eligible for a discretionary
bonus of up to $50,000, at the sole and complete discretion of
the Board.
c. Employee shall continue to be eligible for a twelve month
severance payment, in lieu of any other severance stipulated in
the Agreement, which shall be payable evenly over an equal number
of months, if Employee is terminated within the first six months
of the effective date of a change of control of the Company,
defined as a sale or merger of the Company.
4. All conditions of the Agreement not amended herein shall
remain in full force and effect.
COMTEX NEWS NETWORK, INC. ACCEPTED & AGREED TO:
By: /S/ X.X. XXXXXXX /S/ XXXXXXX X. XXXXX
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X. X. Xxxxxxx Xxxxxxx X. Xxxxx
Chairman
Board of Directors
