AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made as of April 1,
2001, by and between MCY MUSIC WORLD, INC., a Delaware corporation with an
office located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Company"), and XXXXXXXX XXXXXXX (the "Executive").
WHEREAS, the parties hereto wish to amend, in part, that certain
previous employment agreement dated July 11, 1999 by and between the Company and
the Executive (the "Employment Agreement"); and
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the Company and the Executive agree
as follows:
1. Amendment of Employment Agreement.
Section 3.1 only of the Employment Agreement is hereby amended to
the extent that commencing April 1, 2001, Executive shall receive an annual
salary of $285,000 per annum, which salary shall be increased on each January 1
during the term of this Agreement by an amount equal to 21% of the Executive's
salary for the prior fiscal year.
2. Compensation for Reduction of Salary.
As consideration for Executive's agreement to reduce his annual base
salary as set forth in Section 1 above, the Executive shall receive the
following additional compensation (each "Additional Compensation"):
(i) That number of shares of capital stock of ADSX having a
value equal to $200,000, with such shares shall be delivered to the Executive
within seven (7) business days from the date ADSX shares are released from
Escrow to the Company.
(ii) That additional number of shares of capital stock of ADSX
equal to ten percent (10%) of any shares of the capital stock of ADSX
beneficially owned by the Company as of the date the Company satisfies in full
the $9,000,000 MCY Receivable (as such term is defined in that certain escrow
agreement dated October 19, 2000 (the "Escrow Agreement") executed in connection
with the Transaction). Such shares shall be delivered to the Executive within
seven (7) business days from the date the MCY Receivable is satisfied in full by
the Company. Notwithstanding the foregoing, if the Company elects not to pay the
MCY Receivable in cash but rather delivers to ADSX all of its remaining shares
of ADSX capital stock to satisfy the MCY Receivable as permitted by the Escrow
Agreement, then the Executive shall not be entitled to receive any additional
shares of ADSX capital stock pursuant to this paragraph (ii).
(iii) For purposes of Section 2i, the value of the ADSX
capital stock shall be calculated by taking the closing bid price of ADSX common
stock on April 3, 2001,
as officially reported by the principal securities exchange on which the
securities are listed or admitted to trading or as reported in the Nasdaq
National Market System, or, if the securities are not so listed or quoted on the
National Market System of The Nasdaq Stock Market, Inc. ("Nasdaq"), the closing
bid price as furnished by the National Association of Securities Dealers, Inc.
through Nasdaq or similar organization if Nasdaq is no longer reporting such
information.
(iv) The Company's obligation to pay Additional Compensation
to the Executive shall survive the termination of the Employment Agreement.
Accordingly, the Company shall have the obligation to pay the Additional
Compensation to the Executive (or his estate) if Executive is no longer employed
by the Company prior to the release from escrow of the ADSX shares or prior to
the satisfaction of the MCY Receivable (or delivery thereafter of the ADSX
shares referenced in Section 2ii to the Executive).
3. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws.
3.1 Employment Agreement. This Agreement sets forth the entire
agreement and understanding of the parties relating only to the subject matter
hereof, and supersedes Section 3.1 of the Employment Agreement. Each and every
other provision of the Employment Agreement shall remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
MCY MUSIC WORLD, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, President
Executive:
By:/s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxxx Xxxxxxx
Attest:
By: /s/ Xxxxxx Summer
-----------------------------
Xxxxxx Summer
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