Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), dated
effective as of October 4, 2005, is made and entered into to amend the Amended
and Restated Employment Agreement, dated effective May 17, 2002 (the "Employment
Agreement"), by and between The Peoples Publishing Group, Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. XxXxxxx, an individual resident of
the State of New Jersey (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the Company and the Executive agree as follows:
1. Amendment. The Employment Agreement shall be amended as provided in
this Agreement. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Employment Agreement.
2. Term. Section 2 of the Employment Agreement is hereby amended to
provide as follows:
"2. Term. Unless terminated at an earlier date in accordance
with Section 8, the term of the Executive's employment hereunder shall
be for a period ending on May 17, 2008. Thereafter, the term of this
Agreement shall be automatically extended for successive one-year
periods unless either party objects to such extension by written notice
to the other party at least 180 days prior to the end of the initial
term or any extension. Notwithstanding the foregoing, the terms of
Sections 5 (Confidential Information), 7 (Non-Competition), 8
(Termination) and 9 (Miscellaneous) shall survive the expiration or
termination of this Agreement (whether such expiration or termination
occurs as a result of the expiration of the term as provided herein, by
mutual agreement, as a result of the Executive's resignation,
termination by the Company with or without Cause (as defined below), or
any other reason), and continue in full force and effect in accordance
with their terms."
3. Non-Competition.
(a) Section 7.01 of the Employment Agreement is hereby amended
to provide as follows:
"7.01 During the term of the Executive's employment by the
Company and for one year following termination of his employment, he
shall not, directly or indirectly, engage in competition with the
Company or any of its Affiliates in any manner or
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capacity (e.g., as an adviser, consultant, principal, agent, partner,
officer, director, stockholder, employee, member of any association, or
otherwise) in any phase of the business which the Company or any of its
Affiliates is actively pursuing at the time the Executive's employment
is terminated."
(b) Section 7.06 of the Employment Agreement is hereby amended
to provide as follows:
"7.06 Except as set forth in sections 8.01 or 8.02, during the
period when the noncompetition covenant contained in Section 7.01 is
effect following the termination of the Executive's employment by the
Company, the Company shall pay to the Executive, as consideration for
such covenant, an amount equal to 60% of the Executive's annual base
salary at the time of termination of employment, which amount shall be
payable to the Executive on a monthly basis in advance. However, if the
Executive becomes employed with another corporation or entity or as a
sole proprietor during the term of his noncompetition covenant which
follows the termination of the Executive's employment by the Company,
the Company shall only be obligated to pay to the Executive, as
consideration for such covenant, an amount equal to 30% of the
Executive's annual base salary at the time of termination of
employment, which amount shall be payable to the Executive on a monthly
basis. In either case, the Company may, upon 30 days written notice to
the Executive, terminate its obligation to make such payments to the
Executive and, in such event, this noncompetition covenant shall
terminate as of the end of such 30-day period.
(c) Section 7.07 of the Employment Agreement is hereby amended
to provide as follows:
"7.07 Ownership by the Executive, as a passive investment, of
less than 5% of the outstanding shares of capital stock of any
corporation listed on a national securities exchange or publicly traded
in the over-the-counter market shall not constitute a breach of this
Section 7."
4. Miscellaneous.
4.01 Governing Law. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of
New Jersey, without regard to New Jersey's conflicts of law rules.
4.02 Prior Agreements. This Agreement and the Employment
Agreement contain the entire agreement of the parties relating to the
subject matter hereof and supersede all prior agreements and
understandings with respect to such subject matter, and the parties
hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.
4.03 Amendments. No amendment or modification of this
Agreement shall be deemed effective unless made in writing signed and
delivered by the parties hereto.
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4.04 Assignment. This Agreement shall not be assignable, in
whole or in part, by either party without the written consent of the
other party.
4.05 No Waiver. No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel to
enforce any provisions of this Agreement, except by a statement in
writing signed by the party against whom enforcement of the waiver or
estoppel is sought. Any written waiver shall not be deemed a continuing
waiver unless specifically stated, shall operate only as to the
specific term or condition waive and shall not constitute a waiver of
such term of condition for the future or as to any act other than that
specifically waived.
4.06 Counterparts. This Agreement may be signed in
counterparts, each of which, when executed and delivered, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands,
intending to be legally bound, as of the date first above written.
THE PEOPLES PUBLISHING GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
Its: Chief Executive Officer and President
/s/ Xxxxxxx X. XxXxxxx
------------------------------------------
Xxxxxxx X. XxXxxxx
ACCEPTED AND AGREED TO
This 4th day of October, 2005.
PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
Its: President and Chief Executive Officer
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