SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement (this "Amendment"),
is made as of the 27th day of August, 1997 between Outsourcing Solutions
Inc., a Delaware corporation (formerly OSI Holdings Corp.) (the "Company")
and Xxxxxxx X. Xxxxx, and individual residing in the State of Missouri (the
"Employee").
RECITALS
WHEREAS, the Company and the Employee are parties to a certain
Employment Agreement dated as of August 27, 1996, as amended by the First
Amendment to Employment Agreement dated as of May 14, 1997 (the "Employment
Agreement"); terms which are defined in the Employment Agreement shall have
the same meanings when used herein unless otherwise defined;
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement by making certain modifications upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, IT IS AGREED:
1. Section 3 of the Employment Agreement shall be amended by
deleting that section in its entirety and inserting in lieu thereof the
following:
"3. Employment Term. The employment term shall begin on the
date of this Agreement and continue until December 31, 1998, unless
earlier terminated pursuant to Section 7 below (the "Employment
Term"); provided, that on December 31, 1998 and on each anniversary
thereafter, the Employment Term shall be automatically extended for an
additional twelve month period unless 30 days prior to such
anniversary date either the Company or the Employee shall give written
notice of termination of the Agreement, in which case the Agreement
will terminate at the end of the then existing Employment Term."
2. Section 4(a) of the Employment Agreement shall be amended by
deleting the words "Three Hundred Thousand Dollars ($300,000.00)" from the
end of such section and inserting in lieu thereof "Three Hundred Fifty
Thousand Dollars ($350,000.00)".
3. Section 4(b) of the Employment Agreement shall be amended by
deleting the first and second sentences in their entirety and inserting in
lieu thereof the following:
"For the period commencing on August 28, 1997 and ending on December
31, 1997, the Employee shall be eligible for a bonus of up to 150% of his
base salary for such period; and commencing on January 1, 1998 and each
January 1 thereafter, the Employee shall be eligible for an annual bonus of
up to 150% of his base salary."
4. The first sentence of Section 7 shall be deleted in its
entirety. The second sentence of Section 7 shall be amended by deleting
the word "also" from such sentence.
5. As used in the Employment Agreement and any documents
referring thereto, the term "Employment Agreement" on and subsequent to the
date hereof shall mean the Employment Agreement as amended hereby.
6. This Amendment shall be limited precisely as written and
shall not be deemed to (i) be a consent to any waiver or modification of
any other terms and conditions of the Employment Agreement or (ii)
prejudice any right or rights which the Company may now have or may have in
the future under or in connection with the Employment Agreement. Except as
expressly amended hereby, the terms and provisions of the Employment
Agreement shall remain in full force and effect.
7. This Amendment (i) may be executed in any number of
counterparts and all such counterparts shall together constitute one and
the same instrument. Complete sets of counterparts shall be lodged with
the Company and the Employee.
8. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Second Amendment the day and year first written
above.
OUTSOURCING SOLUTIONS INC.
By:/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
EMPLOYEE
/s/ Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX
