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Exhibit 10.45
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
First Amendment to Employment Agreement (this "AMENDMENT") dated as of
January 12, 2000 and effective as of the Effective Time (as defined below),
between Precision Response Corporation, a Florida corporation ("EMPLOYER"), and
Xxxxxxx X. Xxxxx, Xx. ("EMPLOYEE"). "EFFECTIVE TIME" has the meaning set forth
in the Merger Agreement described below.
Employer currently employs Employee pursuant to that certain Employment
Agreement, dated as of April 1, 1999, between Employer and Employee (the
"AGREEMENT");
Employer has entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT") with USA Networks, Inc., a Delaware corporation ("USAi"), and a
wholly-owned subsidiary of USAi ("MERGER SUB"), pursuant to which Employer has
agreed to merge with and into Merger Sub, subject to certain terms and
conditions. It is a material condition to such merger (the "MERGER") that
Employee enter into this Amendment, and Employee has agreed to enter into this
Amendment in consideration of, among other things, the benefits to be received
by the Employee in connection with the Merger.
The parties agree that the Agreement shall be amended effective on and
after the Effective Time as follows:
1. The definition of "Constructive Termination" in the fifth sentence of
Section 9(B) of the Agreement is amended by deleting the references to
"Chairman of the Board" and to "Xxxx X. Xxxxxx" in clause (z) thereof.
2. Except as otherwise specifically modified by this Amendment, all
terms, conditions and provisions of the Agreement shall remain effective and
shall continue to operate in full force throughout the entire term of the
Agreement, as amended hereby.
3. This Amendment shall be governed by and construed pursuant to the
laws of the State of Florida.
4. This Amendment may be executed in counterparts, each of which shall
be an original, but both of which together shall constitute one and the same
instrument.
5. If the Merger Agreement is terminated before the Effective Time, this
Amendment shall be null and void and of no force or effect.
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The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
PRECISION RESPONSE CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Xx.
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