EX-10.3
AMENDMENT B TO EMPLOYMENT AGREEMENT
AMENDMENT B TO EMPLOYMENT AGREEMENT
This Amendment B ("Amendment") is made and entered into effective as
of 1/20/2004 (the "Effective Date") to the Employment Agreement
referenced below by and between World Am Communications, Inc.
("Company" or "Employer"), and Xxxxx Xxxxxxxxx,
an individual (Employee") (together the "Parties").
RECITALS
WHEREAS, the Parties had entered into an Employment Agreement on
February 20, 2002, (the "Original Agreement"); and together with
Amendment A dated September 6, 2000, and
WHEREAS, the Parties now want to amend the Original Agreement and
Amendment A to make such changes as are specifically covered herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, and in
consideration of the mutual covenants and conditions herein set forth,
the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
Section 2.0 is hereby deleted and revised to read in its entirety as
follows:
2.0 Term. This Agreement shall commence effective as of
February 20, 2002, and shall continue in effect for a period of five
(5) years (the "Employment Period"); unless terminated earlier, by
Company or Employee, upon prior written notice. Further, if a change
of control (as defined herein) on the Company shall have occurred
during the Employment Period, this Agreement shall continue in effect
for a period of twelve (12) months beyond the month in which such
change of control occurred.
Section 4.1 is hereby deleted and revised to read in its entirety as follows:
Base Salary and Considerations. A fixed salary in the amount of
$120,000 per year shall be paid in consistent with the standard
payroll practices of Employer in place from time-to-time, as may be
adjusted from time-to-time by the Board in its discretion. The fixed
salary is payable in cash, World Am common stock, or stock options.
If paid in stock, those shares shall be registered under Form 144.
Section 4.1.1 is hereby added to read in its entirety as follows:
4.1.1 Performance Bonus. Company shall also pay to executive
a bonus from time-to-time based on performance of the executive. The criteria
to help determine the performance of the executive may include for
example, stock price, market share, sales, earnings per share, return
on effective merger and or acquisitions. The ultimate amount of bonus
shall be determined by the Corporate board of directors.
Section 4.2.1 is hereby deleted and revised to read in its entirety as follows:
Twenty Four Million (24,000,000) shares of the Common Stock of
the Company pursuant to the terms of the Employee Stock Purchase Plan
(ESSP) to be adopted by the Company and registered under Form S-8.
These shares shall vest in equal installments, One Million Two Hundred
(1,200,000) shares quarterly over the five year Term; and,
4.3 Employee Benefit Plans. The Employee, his dependents and
beneficiaries, shall be entitled to participate in any pension, profit
sharing, medical reimbursement, insurance or other employee payment or
benefit plan of the Employer as may be in effect from time to time,
subject to the participation standards and other terms thereof, to the
same extent as other officers under the benefit practices of the Company.
Except as set forth in this Amendment B, the Original Agreement shall
remain in full force and effect and references in the Original
Agreement to "this Agreement", "hereunder", "herein", "hereof", and
words of like effect shall mean the Original Agreement as so amended
by this Amendment B.
This Amendment may be executed in one or more counterparts and / or by
facsimile, each of which shall be deemed an original and all of which
signed counterparts, taken together, shall constitute one instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
Effective Date referenced above.
AGREED TO: AGREED TO:
World Am Communications, Inc. EMPLOYEE
By: /s/ Xxxxxx J, Xxxxxxx By: /s/ Xxx Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: Xxx Xxxxxxxxx
Title: Secretary/Director Title: President/Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer/Director
By: /s/ Xx Xxxxxx
Name: Xx Xxxxxx
Title: Director
