Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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Amendment No. 1 to Employment Agreement (the "Amendment"), effective as of March
13, 2006, by and between Windswept Environmental Group, Inc. (the "Company") and
Xxxxxxx X'Xxxxxx (the "Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement,
dated as of June 30, 2005 (the "Employment Agreement"); and
WHEREAS, the Company and Executive desire to modify the Employment
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Paragraph 1.5(a) shall be amended to increase, effective March 1, 2006,
the Executive's annual salary from a rate of $285,000 per annum to
$342,000 per annum.
2. Paragraph 1.5(c) shall be amended and restated in its entirety as
follows:
"In addition to his salary, the Executive shall be entitled to receive
for each fiscal year, during the Term of Employment, a cash bonus (the
"Annual Bonus") in an amount equal to 5% of the EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) of the Company and its
consolidated subsidiaries determined in accordance with Generally
Accepted Accounting Principles at the time applied on a basis consistent
with past practices and calculated without taking into account any
payments made by the Company to Laurus Master Fund, Ltd. The amount of
such Annual Bonus and the date of payment shall be authorized by the
Compensation Committee of the Company's Board of Directors within ninety
(90) days after the end of each fiscal year. The Annual Bonus will be
paid on such date authorized by the Compensation Committee within ninety
(90) days after then end of the fiscal year on a pro rata basis if the
Executive has not been employed pursuant to the terms of this Agreement
for the entire fiscal year."
3. Except as expressly amended herein, the Employment Agreement is hereby
ratified and confirmed in all respects and shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed
and delivered by its duly authorized officer, and the Executive has duly
executed and delivered this Amendment, as of the date first written above. This
Amendment may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
/s/Xxxxxxx X'Xxxxxx
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Xxxxxxx X'Xxxxxx
