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EXHIBIT 10.31
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("Amendment") made as of
this 27th day of August, 1999 by and between The viaLink Company, an Oklahoma
corporation with its principal place of business at 00000 Xxxxxx Xxxx, Xxxxxx,
Xxxxxxxx, 00000 ("viaLink"), and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, viaLink and Xxxxxxxxx entered into an Employment Agreement
with an Effective Date of October 1, 1998 wherein Xxxxxxxxx was employed as
viaLink's Chief Executive Officer, and
WHEREAS, pursuant to Section 2.1.4 of said Employment Agreement
Xxxxxxxxx was permitted to continue to perform part-time work on behalf of
Xxxxxxxxx and Associates and/or part-time teaching ("Part-time Activities), and
WHEREAS the Board's Compensation Committee has determined that it is in
the best interests of viaLink to have Xxxxxxxxx devote his full time, attention,
knowledge and skills to viaLink by having Xxxxxxxxx relinquish such Part-time
Activities, and
WHEREAS, the Compensation Committee has determined that in exchange for
Xxxxxxxxx'x relinquishment of such Part-time Activities, adjustments should be
made to Xxxxxxxxx'x compensation under said Employment Agreement to compensate
him for income which he could have earned through such Part-time Activities; and
WHEREAS, Xxxxxxxxx agrees to relinquish such Part-time Activities.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants hereinafter set forth, the parties hereto do agree as follows:
1. Effective as of October 13, 1999, Section 2.1.4 of said
Employment Agreement shall be deleted and replaced with the
following: "2.1.4 Xxxxxxxxx shall devote his full time,
attention, knowledge and skills during normal business hours
in furtherance of the business of viaLink and the performance
of said duties and responsibilities as Chief Executive Officer
of viaLink."
2. Effective as of October 1, 1999. Xxxxxxxxx shall receive a
biweekly salary of seven thousand six hundred ninety-two
dollars and thirty-one cents ($7,692.31), which is an
annualized salary of two hundred thousand dollars
($200,000.00) per year.
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3. Effective as of October 1, 1999, the word "one/eighth" in the
fourth line of Section 4.2 of said Employment Agreement shall
be deleted and replaced with the words "one/fourth (1/4)".
Xxxxxxxxx'x Bonus calculations under said Employment Agreement
for the fourth quarter of 1999 and for each quarter subsequent
thereto shall be governed by this revised Section 4.2. Bonus
calculations for any prior quarters under said Employment
Agreement shall be governed by then applicable Employment
Contract terms and conditions.
4. Effective immediately, in Section 4.2.2 of said Employment
Agreement the word "first" shall be deleted and replaced with
the word "fourth".
5. Effective immediately, Section 4.2.2.1 of said Employment
Agreement shall be deleted and replaced with the following:
"4.2.2.1. At least fourteen (14) days, but not earlier than
twenty-one (21) days, prior to the beginning of each such
quarter, Xxxxxxxxx shall submit to viaLink's Board his
recommendations for the eligibility criteria for such Bonus
for the upcoming quarter; and". Xxxxxxxxx'x Bonus calculations
under said Employment Agreement for the fourth quarter of 1999
and for each quarter subsequent thereto shall be governed by
this revised Section 4.2.2.1. Bonus calculations for any prior
quarters under said Employment Agreement shall be governed by
then applicable Employment Contract terms and conditions.
6. Effective immediately, in Section 4.2.2.2, the words "fifteen
(15) days" shall be deleted and replaced with the words "seven
(7) days". Xxxxxxxxx'x Bonus calculations under said
Employment Agreement for the fourth quarter of 1999 and for
each quarter subsequent thereto shall be governed by this
revised Section 4.2.2.2. Bonus calculations for any prior
quarters under said Employment Agreement shall be governed by
then applicable Employment Contract terms and conditions.
7. As additional consideration for Xxxxxxxxx'x relinquishment of
said Part-time Activities, viaLink grants to Xxxxxxxxx an
additional fifty thousand (50,000) nonqualified stock options.
Such options shall be granted pursuant to the terms and
conditions of the Stock Option Agreement attached hereto as
Exhibit 1. Notwithstanding the foregoing however, the grant
date for such additional options shall be either August 27th,
1999 or September 3, 1999, whichever of such dates has the
higher closing price for viaLink stock. Moreover, the exercise
price for such additional options shall be closing price of
the
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viaLink stock as of such grant date.
8. Except to the extent specifically amended hereby, said Employment
Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
The viaLink Company Xxxxxxxxx
By: /s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxx
Its: Chairman of the Board
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