EXHIBIT 10.2
------------
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement dated March 1, 2005 (the
"Amendment") is made by and among SWK Technologies, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), having an office at 000 Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxxx, XX 00000, Trey Resources, Inc. a Delaware corporation
(hereinafter referred to as "Trey"), having an office at 000 Xxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, XX 00000 and Xxxxxx Xxxxx, currently residing at ___________________
(the "Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into an employment
agreement dated March 1, 2005 (the "Employment Agreement"), and
WHEREAS, the Company and the Executive wish to mutually amend this
Employment Agreement,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:
The terms and conditions as set forth below shall amend the Employment
Agreement:
1. The Preamble of the Employment Agreement is hereby amended by adding
the following additional party in between the reference to the Company and the
Executive so that the Preamble shall read:
"AGREEMENT made as of March 1, 2005, by and among SWK
TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as
the "Company"), having an office at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx 00000, Trey Resources, Inc. a Delaware corporation
(hereinafter referred to as "Trey"), having an office at 000 Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxxx, XX 00000 and Xxxxxx Xxxxx, currently residing at
00 Xxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as
the "Executive")."
2. Section 4(a) is hereby amended by deleting the reference to the date of
March 1, 2005 and replacing it with the date of March 1, 2006.
3. Section 4(h) is hereby amended by deleting this subsection in its
entirety and replacing it with the following language:
"4(h) The Executive will receive a commission equal to $1,500
(to a maximum of $60,000) payable in cash, plus those number of shares
of Trey Resources, Inc. Class A Common Stock equal to $1,875 (to a
maximum of $75,000) for every customer of Business Consulting Solutions
LLC for which Best Software, Inc. transfers the Reseller of Record on
the records maintained by Best Software, Inc to the Company (the
"Commission"). The number of shares of common stock to be issued
pursuant to this Section 4(h) shall be calculated using the average
closing price for the five trading days preceding the date hereof. Such
Commission shall be paid monthly over a period of thirty-six (36)
months. In the event that less than thirty percent (30%) of the
customers who transfer Resellers of Record for the Company's benefit
fail to remain customers of the Company through at least March 1, 2008,
then that portion of the Commission that has already been paid the
Executive shall be subject to forfeiture and the Company shall have no
further obligation to make any further Commission payments to the
Executive."
4. Section 18 entitled "Notices" is hereby amended by deleting in its
entirety reference to the law firm of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and
replacing it with: Meritz & Xxxxx LLP, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000,
Attention: Xxxxxxxx X. Xxxxx, Esquire.
5. The Signature section of this Agreement is hereby amended by deleting
the reference to Section 4(g) appearing above the corporate name of "Trey
Resources, Inc."
Signature page to follow.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SWK TECHNOLOGIES, INC. XXXXXX XXXXX
By:________________________ By:________________________
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
Dated: ____________________ Dated: ____________________
With respect to Section 4(h), the undersigned acknowledges and accepts its
obligations.
TREY RESOURCES, INC.
By: __________________________ Dated: _____________________
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
3
