Exhibit 99(c)(19)
AMENDMENT NUMBER 2
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of the 19th day of January, 1999 by and between
Audits & Surveys Worldwide, Inc., a Delaware corporation (the "Company"), and
Xxxx X. Xxxxxx, an individual residing at [87 Blueberry Lane, Fairfield,
Connecticut 06432] (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement, dated as of September 13, 1995, as amended June 30, 1997
(collectively referred to as the "Agreement"); and
WHEREAS, United Information Group Limited, an English limited company,
United Information Acquisition Corp., a Delaware corporation ("United
Acquisition") and the Company have entered into an Agreement and Plan of Merger,
dated as of January 19, 1999, whereby United Acquisition shall, pursuant to a
cash tender offer (the "Offer") by United Acquisition for all of the outstanding
shares of common stock, par value of $.01, of the Company, acquire (the
"Acquisition") the Company upon such terms and conditions as are set forth
therein.
WHEREAS, in connection with and as a result of the Acquisition the Company
and the Employee wish to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the Acquisition and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the Company and the Employee hereby agree as follows:
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to those terms in the Agreement.
1. AMENDMENT TO PARAGRAPH 3. Paragraph 3 of the Agreement shall be modified
such that the duties of the Employee, on or after the date of this Amendment and
for the balance of the Employment Term shall be as follows: The Employee shall
serve as a senior financial and accounting executive of the Company subject to
the authority and direct supervision of the Board of Directors of the Company
and the Chief Executive Officer of the Company (or such other officer of the
Company as the Board of Directors shall designate) and shall perform such duties
for the Company, the Company's affiliates, subsidiaries, divisions and operating
units as may be assigned to him from time to time by the Board of Directors of
the Company and the Chief Executive Officer of the Company (or such other
officer of the Company as the Board of Directors shall designate) and as are
consistent with the usual duties of an employee of his status. The Employee
shall not be required to perform services at a location other than the current
principal office of the Company; or a successor principal office established by
the Company in New York County; provided, however, that the Employee may be
required to travel consistent with his past practice.
2. AMENDMENT TO PARAGRAPH 7. A new subparagraph 7(c) shall be added to read
as follows: During the Employment Term, the Company shall in no way reduce the
benefits or vacation (in quality, type, quantity, duration or otherwise)
provided on the date hereof to the Employee.
3. AMENDMENT TO PARAGRAPH 11. Paragraph 11(b) shall be modified such that all
references to "the Company" shall be replaced by "the Company, its subsidiaries
or affiliates".
4. EFFECTIVENESS. This Amendment shall become effective upon consummation of
the acquisition by United Acquisition of in excess of 50% of the outstanding
Common Stock of the Company pursuant to the Offer.
5. INTEGRATION. Except as set forth in Sections 1 through 4 above, the terms
and conditions set forth in the Agreement shall remain in full force and effect
and shall be incorporated herein by this reference.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ H. Xxxxxx Xxxxxxx, Xx.
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Name: H. Xxxxxx Xxxxxxx, Xx.
Title: President
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
