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EXHIBIT 10.8
FIRST EMPLOYMENT AGREEMENT AMENDMENT
(PRIVATE EQUITY FEES)
THIS FIRST EMPLOYMENT AGREEMENT AMENDMENT (this "AGREEMENT") is entered
into effective as of December 31, 1999 (the "EFFECTIVE DATE") by and between
Enterprise Profit Solutions Corporation, a Delaware corporation (the "COMPANY")
and wholly owned subsidiary of EPS Solutions Corporation, a Delaware corporation
("EPS"), and Xxxxx X. Xxxxxxxx ("EMPLOYEE").
A. The Company, EPS and Employee entered into an Employment Agreement
(the "EMPLOYMENT AGREEMENT") on November 24, 1999.
B. In March 2000, the board of directors of EPS authorized the payment
of $1.2 million to Xxxxxxxx Investment Company, Inc., an entity controlled by
Employee, in exchange for, among other things, Employee forfeiting his right to
receive as a bonus certain private equity fees received by the Company through
executive search services performed by the Company through its DHR division, all
as more particularly described below.
NOW THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereto acknowledge and agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Employment Agreement.
2. FORFEITURE. Notwithstanding any provision of the Employment Agreement
to the contrary, Employee acknowledges and agrees that Employee is hereby
forfeiting all of Employee's rights to the Equity Fees reflected in the
Company's 1999 accounting records as "FORFEITED EQUITY." The Forfeited Equity
shall remain the sole property of the Company and Employee shall have no further
rights whatsoever to the Forfeited Equity.
3. RETAINED EQUITY. The Company acknowledges and agrees that the Equity
Fees designated in the Company's 1999 accounting records as "RETAINED EQUITY"
have not been forfeited by Employee and that Employee has received the Retained
Equity as a bonus in accordance with Section 4(d) of the Employment Agreement.
4. FUTURE EQUITY. The company acknowledges and agrees that this
Agreement shall in no way effect Employee's rights pursuant to Section 4(d) of
the Employment Agreement to receive as a bonus Equity Fees received by the
Company after January 1, 2000 and prior to the Termination Date.
5. INCORPORATION BY REFERENCE. Section 11 (Miscellaneous) of the
Employment Agreement, except Section 11(d), is hereby incorporated by reference.
Whenever the term "Agreement" is used in Section 11 as incorporated herein, the
term "Agreement" shall refer to this Agreement.
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6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
replaces all prior agreements, if any, with respect to the subject matter
hereof, except the Employment Agreement which shall be read in conjunction with
this Agreement. To the extent that any provision of the Employment Agreement
conflicts with a provision of this Agreement, this Agreement shall control. No
oral statements or prior written agreements with respect to the subject matter
hereof which are not specifically incorporated herein or in the Employment
Agreement shall be of any force or effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date set forth above.
EMPLOYEE THE COMPANY
Enterprise Profit Solutions Corporation
EPS Solutions Corporation
Signature: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
------------------------- ------------------------------------
Printed Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Director
By: /s/ Early Xxxxx Xxxxxxxxx III
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Name: Early Xxxxx Xxxxxxxxx III
Title: Director
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