AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
JUNIPER GROUP, INC. AND VLADO XXXX XXXXXXXXXXX
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and entered
into this 11th day of February, 1998, by and between Juniper Group, Inc., a
Nevada corporation (hereinafter referred to as the "Company"), with offices at
000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000, and Xxxxx X.
Xxxxxxxxxxx (hereinafter referred to as "Executive") with offices at 000 Xxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Executive has been employed by the Company pursuant to the
terms of an employment agreement dated January 1, 1990 (the "Original
Agreement"), as amended December 5, 1990, (the "1990 Amendment"), January 3,
1994 (the "1994 Amendment"), and April 15, 1995 (the "1995 Amendment")
(collectively, the "Executive Agreement");
WHEREAS, the Company desires to continue to employ the Executive to perform
the duties described in the Original Agreement (as amended by the 1990
Amendment, the 1994 Amendment and the 1995 Amendment, the "Employment
Agreement").
WHEREAS, the Executive desires to accept such continued employment with the
Company; and
WHEREAS, the Executive and the Company desire to amend the Employment
Agreement as set forth herein;
NOW THEREFORE, based on the foregoing premises and in consideration of the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the parties hereto agree as follows:
1. Paragraph 2 of the Original Employment Agreement as amended by paragraph 1
of the 1995 Amendment, is amended to make the term of the Employment
Agreement a period of seven years commencing on the date hereof (hereby the
"Effective Date"), and shall continue until the seventh anniversary date of
the Effective Date, provided however that the term of this Agreement may be
continued thereafter by renewal on a year to year basis, subject to mutual
agreement of the parties to the Employment Agreement, if at least one
hundred and eighty (180) days before the date of termination of the date of
the initial term of this agreement and any renewal hereof, either party
gives the other written notice of the intention not to extend this
Employment Agreement as so provided. All other terms and conditions with
this paragraph shall remain in full force and effect.
2. Paragraph 2 (a), (b)(i), (ii) and 2 (c) of the 1995 Amendment is superseded
by the following provisions:
Options
(i) The Executive shall have the right to receive up to 40% of his annual Base
Salary in the form of ten (10) year non-qualified stock options (as
described in Section 422 of the Internal Revenue Code of 1986, as amended)
to purchase common stock, $.001 par value (the "Common Stock") of the
Company ("NQSOs"). The Executive shall provide written notice to the
Company of his intent to receive NQSOs in lieu of a portion (not to exceed
40%) of his salary (the "NQSO Notice") no less than five days prior to the
date on which his salary is payable. The number of NQSOs issuable in lieu
of Base Salary shall be determined by dividing the amount of the Base
Salary for which options are being issued by one half of the closing bid
price on the date the Base Salary is payable as reported on the NASDAQ
Stock Market ("NASDAQ").
(ii) In addition to the options that Executive may elect to receive during the
year at his option, in lieu of base salary payments, and in order to
encourage the Executive to use his maximum efforts on behalf of the
Company, the Company shall grant to the Executive each year during the
Initial Term and each renewal term additional ten (10) year NQSOs to
purchase one hundred thousand (100,000) shares of the Company's Common
Stock pursuant to the Company's 1998 Stock Option Plan or such other option
plan as may then be in effect (the "Plan"). The exercise price of the
options being issued shall be one half of the closing bid price as reported
on NASDAQ on the date of the acquisition's closing.
(iii)As an additional part of the Executive's incentive option arrangement, in
the event that during the Initial Term or any renewal term, the Company
acquires any other business entity (whether a corporation or otherwise)
introduced to the Company by the Executive, the Executive shall be entitled
to receive additional ten (10) year NQSOs to purchase (x) a number of
shares of the Company's Common Stock having a fair market value (based upon
the market price of the Common Stock on the date of such acquisition) in an
amount equal to ten percent (10%) of the consideration paid in cash, plus
(y) 10% of the number of shares of the Company's Securities issued in such
acquisition (with same rights as are attached to the securities issued to
the seller). The exercise price of the options being issued shall be one
half of the closing bid price as reported on NASDAQ on the date of the
acquisition's closing.
(iv) As an additional part of the Executive's incentive option arrangement, in
the event that during the Initial Term or any renewal term, the Company
organizes a subsidiary or enters into a joint venture or strategic business
alliance with a third party introduced by the Employee and the Company owns
a majority of the capital stock and other equity interests of such
subsidiary or other entity, the Employee shall be entitled to receive
additional ten (10) year NQSOs to purchase a number of shares of the
Company's Common Stock having a fair market value (based upon the average
of the closing market prices of the Common Stock for the 30 trading days
immediately preceding the end of each fiscal year of the subsidiary or such
other entity) in an amount equal to ten percent (10%) of the pre-tax net
profits of such subsidiary or other entity for each of the first five (5)
fiscal years of such subsidiary or other entity. The exercise price should
be fifty percent of the closing bid price of the Company's stock on the day
of the end of the fiscal year of such subsidiary or other entity.
(v) As an additional part of the Executive's incentive option arrangement, in
the event that the Executive is successful in raising additional capital
for the Company during the terms hereof or any extension of such term, the
Executive shall be entitled to receive additional ten (10) year NQSOs in
amount equal to the product of dividing 10% of the capital raised by the
fair market value of the Company's common stock at the date of closing. The
exercise price for the options being issued will be at one half of the
closing bid price on the date of the financial transaction or at the end of
the Company's fiscal year, whichever bid price is lower. Such NQSOs shall
vest on the closing date of any such acquisition and be exercisable at a
price equal to one half of the closing bid price for the Company's Common
Stock as reported on the NASDAQ on such date.
(vi) As additional compensation, the Company will grant to the Executive the
following number of Shares of the Company's Common Stock, which are not
registered under the Act, upon the occurrence of any of the following
events:
(a) Options to purchase 100,000 Shares in the fiscal year that "Operating
Income" (as defined in Paragraph 2(d) in the 1995 Amendment), is equal
to or greater than $100,000, and (2) in each successive fiscal year
Operating Income increases by 10% as compared to the previous fiscal
year; and
(b) Options to purchase 50,000 Shares if Gross Revenue of any subsidiary
or intermediary subsidiary increases by 15% in any fiscal year
compared to the previous fiscal year.
The exercise price of such options granted hereunder shall be fifty
percent the closing bid price on the last day of the fiscal year.
(vii)(a) If there is any stock dividend, stock split, or combination of
shares of Common Stock of the Company, the number and amount of shares
then subject to this option shall be proportionately and appropriately
adjusted; no change shall be made in the aggregate purchase price to
be paid for all shares subject to this option, but the aggregate
purchase price shall be allocated among all shares, subject to this
option after giving effect to the adjustment.
(b) If there is any change in the Common Stock of the Company, including
recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, all
of the options granted to the Executive under the Executive's
Agreement, shall be immediately exercisable. Failure of the Board of
Directors to provide for an adjustment pursuant to this subparagraph
prior to the effective date of any Company action referred to herein
shall be conclusive evidence that no adjustment is required in
consequence of such action.
(c) If the Company is merged into or consolidated with any other
corporation, or if it sells all or substantially all of its assets to
any other corporation, then either (i) the Company shall cause
provisions to be made for the continuance of this option after such
event, or for the substitution for this option of an option covering
the number and class of securities which the Executive would have been
entitled to receive in such mergers or consolidation by virtue of such
sale if the Executive had been the holder or record of a number of
shares of Common Stock of the Company equal to the number covered by
the unexercised portion of this option, or (ii) the Company shall give
to the Executive written notice of its election not to cause such
provision to be made and this option shall be exercisable in full (or,
at the election of the Executive, in part) at any time during a period
of twenty days, to be designated by the Company, ending not more than
10 days prior to the effective date of the merger, consolidation or
sale, in which case this option shall not be exercisable to any extent
after the expiration of such 20 day period. In no event, however,
shall this option be exercisable after the Termination Date.
3. Expenses
The Company shall pay all original issue and transfer taxes with respect to
the issuance and transfer of shares of stock pursuant thereto and all other fees
and expenses necessarily incurred by the Company in connection therewith.
4. Notice of Exercise of Options
(a) The person exercising an option shall not be considered a record holder of
the Stock so purchased for any purpose until the date on which he is
actually recorded as the holder of such stock in the records of the
Company.
(b) This option shall be exercisable whether or not Executive shall continue to
be an employee of the Company, or early, normal or deferred retirement or
prior to the earlier date on which the option expires in accordance with
its terms, except that if the Executive is an employee of the Company at
the time of his death, then this option shall be exercisable by his
personal representative or heirs, as the case may be, within the twelve
month period next succeeding the death of the Executive, or prior to the
earlier date on which the option expires in accordance with its terms.
5. Binding Upon Heirs, Successors and Assigns. This Amendment shall inure to
the benefit of and be binding upon, The Company, its successors and
assigns, including, without limitation, any person, partnership, company or
corporation which may acquire substantially all of The Company's assets or
business, or with or into which The Company may be liquidated,
consolidated, merged, or otherwise combined, and shall inure to the benefit
of the Executive, his heirs, distributees and personal representatives, and
be binding upon the Executive.
6. Waiver. The failure of either party to insist in any one or more instances,
upon performance of any of the terms, covenants or conditions of this
Amendment shall not be construed as a waiver of further performance of any
such term, covenant or condition, but the obligations of either party with
respect thereto shall continue in full force and effect.
7. Notices. Any notice given hereunder shall be in writing and personally
delivered or mailed by registered or certified mail, return receipt
requested to the parties' respective address first set forth above, and in
the case of notice to the Company, addressed to the Secretary of the
Company with a copy to Snow Xxxxxx Xxxxxx, Attention: Xxxx Xxxxxx, Esq.,
either party may, by notice as aforesaid; designate a different address.
Any notice given hereunder shall be effective on the date of mailing.
8. Entire Agreement. The parties hereto agree that, effective as of February
11, 1998, this Amendment supersedes the terms and provisions of the
Employment Agreement and any previous agreements between the Executive and
The Company only to the extent of a direct modification or addition or
conflicting provision set forth in this Amendment, as amended hereby,
contains the entire understanding and agreement between the parties with
respect to the subject matter hereof and cannot be amended, modified or
supplemented in any respect, except by a subsequent written agreement
entered into by both parties hereto. All other provisions not amended in
the Original Agreement, 1990 Amendment, 1994 Amendment and 1995 Amendment
shall continue to be survive and be in full force and effect.
9. Severability. If any provision of this Agreement shall, for any reason, be
adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate the
remainder of this Agreement, but shall be confined in its operation to the
provisions of this Agreement directly involved in the controversy in which
such judgment shall have been rendered.
10. Governing Law/Jurisdiction/Dispute Resolution. This Agreement shall be
governed by and construed under the laws of the State of New York and
disputes in connection therewith shall be resolved in courts located in the
County of Nassau, State of New York or arbitrated before the American
Arbitration Association (the "AAA") in the County of Nassau, State of New
York pursuant to the then Rules of the AAA. The parties consent to the
jurisdiction of the Supreme Court of the State of New York and of the U.S.
District Court sitting in the Eastern District of the State of New York
with respect to any and all proceedings and further agree that any and all
process and notices of motions or applications in relation to any Court
proceedings or arbitration may be served upon a party personally or by
registered or certified mail, return receipt requested. The service may be
accomplished either within or without the State of New York, and such
notice shall be given of all applications and hearings as is provided by
the laws of the State of New York. The award of the Courts or arbitrators
shall be final and binding upon the parties and judgment thereon may be
entered as provided by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first herein above written.
/S/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
JUNIPER GROUP, INC.
By:__________________________
EXECUTIVE:
By:__________________________
