EXHIBIT 10.13
AMENDMENT NO. 1 TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
Amendment No. 1 to Employment Agreement (Amended and Restated as of
November 21, 2001) (the "Amendment"), entered into as of this 31st day of
December, 2002, by and between FIND/SVP, Inc., a New York corporation with an
address at 000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company")
and XXXXXX X. XXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the
"Employee").
WHEREAS, the Company and the Employee entered into a certain Employment
Agreement (Amended and Restated as of November 21, 2001) (the "Employment
Agreement");
WHEREAS, the Company and the Employee desire to amend and modify certain
terms of the Employment Agreement, effective as of December 31, 2002;
NOW, THEREFORE, in consideration of the promises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties hereby agree
as follows:
1. The Employment Agreement shall be amended to incorporate the terms
set forth herein. Except as expressly amended below, the Employment Agreement
and all provisions, terms and conditions set forth therein shall remain in full
force and effect. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Employment Agreement.
2. Section 1.1 of the Employment Agreement is hereby amended and
restated in its entirety to read as follows:
"1.1 The Company hereby employs and engages the Employee to serve
(A) for the Term hereof, as President of the Company performing the duties
set forth in subsection 1.1(a) hereof, together with such related duties
and responsibilities that are customary to such position as may be
assigned from time to time by the Chief Executive Officer or the Board of
Directors of the Company and (B) through December 31, 2003, as the Chief
Marketing Officer of the Company performing the duties set forth in
subsection 1.1(b) hereof, in each case subject to the supervision of the
Chief Executive Officer of the Company.
(a) PRESIDENT. As President of the Company, Employee shall have
the following responsibilities with respect to the Company: (i) act
as an advisor to all executives; (ii) assist in brand and image
building; (iii) serve on the Company's OMG; (iv) assist the Chief
Financial Officer of the Company in connection with the financial
health and productivity of the Company's QCS business unit; (v)
assist in the development and solicitation of acquisition prospects
and assist with the integration of such prospects upon acquisition;
(vi) propose and develop cross-departmental revenue producing ideas
and programs; (vii) review/oversee non-standardized written
materials, including published materials, for consistency prior to
forwarding to clients and prospects; (viii) assist in the
coordination and development of (A) products sales to existing
clients and through the web site of the Company and (B) the Live
Answer Desk business; (ix) generally assist in business transitions;
and (x) assist in developing and executing partnerships and
alliances.
(b) CHIEF MARKETING OFFICER. As Chief Marketing Officer of the
Company, Employee shall have primary responsibility for the
marketing department and marketing decisions of the Company,
including, without limitation, marketing decisions directly relating
to the following subject matters: (i) positioning, branding,
trademarking, packaging and distribution of products and services;
(ii) market segmentation; (iii) advertising, direct marketing, and
e-marketing and web site marketing (including approval of content
used); (iv) sales support and promotion; (v) public relations,
events and event marketing; (vi) client and prospect newsletters and
usage stimulation programs and use of content for marketing
purposes; (vii) client and prospect database development and
management; (viii) participation in alliances, partnerships and
value enhancement ideas and programs; (ix) market research with
respect to prospects, existing clients and competitors; (x) client
feedback programs; and (xi) internal communications with respect to
marketing and advertising programs and results.
For the avoidance of doubt, Employee shall at all times report to,
and be subject to the oversight of, the Chief Executive Officer of the
Company.
3. Article 3 of the Employment Agreement is hereby amended as follows:
3.1 Section 3.6(a) of the Employment Agreement is amended to add the
words "after December 31, 2003" after the word "Company" in the
third line.
3.2 A new section 3.6(f) shall be added as follows:
"(f) In the event the Employee's employment by the Company is
terminated by the Employee voluntarily leaving the employ of the
Company, other than pursuant to Section 3.6(b) above, on or
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before December 31, 2003, the Employee shall be entitled to receive
the compensation provided for in Sections 3.1; 3.3 and the access to
a car provided for in Section 3.5 hereof for a nine-month period,
and the Employee shall have no obligation to mitigate damages, and
shall be entitled to such compensation provided for herein even if
Employee is employed elsewhere."
4. The word "President" in the first sentence of Section 5.1 of the
Employment Agreement is hereby deleted and replaced with the words "an Officer."
5. The Company and Employee agree and understand that the change in the
Employee's title, role and responsibilities provided in Section 1.1 above shall
not be deemed a material diminution of title, role or responsibilities.
6. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same instrument.
7. This Amendment No. 1 to the Employment Agreement shall be governed
and construed on the same basis as the Employment Agreement, as set forth
therein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
FIND/SVP, INC.
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Chief Executive Officer
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
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