EXHIBIT 10.46.1
EMPLOYMENT AGREEMENT
OF
XXXXX XXXXXX
AMENDMENT NO. 1
AMENDMENT NO. 1, effective as of July 1, 1999 ("Amendment"), to that
certain Employment Agreement, dated as of July 1, 1994 (the "Employment
Agreement"), between Arista Insurance Company, a New York insurance company
("Arista"), and Xxxxx X. Xxxxxx (hereinafter referred to as the "Employee")
pursuant to which Xx. Xxxxxx had been employed as Vice President of Arista and
which Employment Agreement was later assigned to Arista Investors Corp., a
Delaware corporation (the "Company"), pursuant to that certain Employment
Agreement Assignment, dated as of February 1, 1999 (the "Assignment"), among
Arista, the Company and the Employee whereby Arista and Employee transferred,
conveyed, assigned, released, set over and delivered to the Company, to and for
the benefit of the Company and its successors and assigns, all of Arista's and
Employee's respective rights and interest in and to the Employment Agreement and
all rights attendant thereto. Terms not defined in this Amendment shall have
such meanings otherwise ascribed to them in their respective documents.
WHEREBY, the Company and the Employee desire and intend to extend the
term of the Employment Agreement and Assignment to December 31, 2000.
NOW, THEREFORE, in consideration of the premises hereinafter set forth,
the parties, intending to be legally bound, agree as follows:
1. Section 1 of the Employment Agreement entitled, "Term of
Employment," is hereby deleted and replaced in its entirety by the following:
"1. TERM OF EMPLOYMENT. The Company hereby
agrees to employ the Employee as Vice President, and the
Employee hereby agrees to serve the Company in such capacity
for the period commencing as of the Effective Date and ending
on December 31, 2000 (hereinafter referred to as the
"Employment Period"), unless sooner terminated as hereinafter
provided."
2. Section 5 of the Employment Agreement entitled "Fringe
Benefits" is hereby deleted and replaced in its entirety by the following:
"5. FRINGE BENEFITS. The Employee shall be
entitled to participate in any and all fringe benefits and/or
plans generally afforded to the other executives of the
Company (to the extent the Employee otherwise qualifies
therefor under the specific terms and conditions of each such
benefit or plan) including, without limitation, group
disability insurance, life
insurance, medical insurance and pension plans which are, or
which may become available generally to executive officers of
the Company. The Employee shall be entitled to three (3) weeks
vacation during each of the first and second 12 month periods
and to four weeks (4) vacation during each of the third,
fourth, fifth and sixth 12 month periods falling within the
Employment Period and two (2) weeks vacation during the final
six month period falling within the Employment Period (July 1,
2000 through December 31, 2000), to be taken at such time or
times as the reasonable needs of the Company's business shall
allow."
3. Section 7(d)(iii) of the Employment Agreement entitled,
"Termination of Employment," is hereby deleted and replaced in its entirety by
the following:
"(iii) if such notice is sent at any time after the
end of the thirty-sixth month of the Employment Period but
prior to the end of the seventy-eighth month thereof, such
check shall be in the amount of $75,000."
4. Section 10(a) of the Employment Agreement entitled,
"Restrictive Covenants" is hereby deleted and replaced in its entirety by the
following:
(a) The Employee hereby acknowledges and recognizes the
highly competitive nature of the Company's business and,
accordingly, agrees that, in consideration of the premises
contained herein, he will not during the Employment Period and
thereafter until the Designated Date (as hereinafter defined):
(i) directly or indirectly engage in any Competitive Activity
(as hereinafter defined), whether such engagement shall be as
an officer, director, employee, consultant, agent, lender,
stockholder, or other participant; or (ii) assist others in
engaging in Competitive Activity. As used herein, the term
"Competitive Activity" shall mean and include (x) the
development and marketing of and all activity involving the
sale of statutory disability benefits insurance or any other
insurance product then offered and written by Arista Insurance
Company or by any other subsidiary of Arista Investors Corp.
which is licensed to sell insurance in the State of New York
during the calendar year immediately preceding the termination
of Employee's employment hereunder; or (y) the development and
marketing of and all activity involving the sale,
administration or servicing of statutory disability benefits
insurance or any other insurance product, then offered by
Arista Investors Corp. or by any subsidiary of Arista
Investors Corp. during the calendar year immediately preceding
the termination of Employee's employment hereunder.
5. Section 13 of the Employment Agreement entitled, "Notices" is
hereby deleted and replaced in its entirety by the following:
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"13. NOTICES. Any notices required or permitted to be given
under the provisions of this Employment Agreement shall be in
writing and delivered personally or by certified or registered
mail, return receipt requested, postage prepaid to the
following persons at the following addresses, or to such other
person at such other address as any party may request by
notice in writing to the other party to this Agreement:
To Employee: Xxxxx X. Xxxxxx
0 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
To Corporation: Arista Investors Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attn.: Xxxxxxx X. Xxxxxx
President
Copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000"
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IN WITNESS WHEREOF, the undersigned have each caused this Amendment to
be executed by its duly authorized representative, effective as of the date
first written above.
ARISTA INVESTORS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
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