BARRISTER GLOBAL SERVICES NETWORK, INC.
EXHIBIT 10.6
AMENDMENT
TO
EMPLOYMENT AGREEMENT
The Employment Agreement effective as of January 1, 2001 by and between Xxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx") and Barrister Global Services Network, Inc.
("Barrister") a/k/a Barrister Global Information Network, Inc., is hereby
amended as follows:
I. The second paragraph shall be deleted and replaced with the
following:
WHEREAS, Semmelhack is currently Chairman of the Board of
Directors of Barrister and is employed by Barrister as its
President and Chief Executive Officer and Barrister and
Semmelhack wish to continue this employment relationship on
the terms of this Agreement;
II. Section 1 Term shall be deleted and replaced with the
following:
1. Term The term of this Agreement will begin as of January 1,
2001 and will continue to, and end on, March 31, 2002 (the
"Term").
III. Section 2 Duties and Responsibilities shall be deleted and
replaced with the following:
2. Duties and Responsibilities
A. During the Term, Semmelhack will be an
employee of Barrister. From January 1, 2001 to January 7,
2002, Semmelhack will perform the duties of President and
Chief Executive Officer of Barrister. During such time,
Semmelhack will devote his full business time and best
efforts, skills, and ability to promote the business of
Barrister and perform for Barrister such duties as are
customarily performed by a management or executive employee
having responsibility in such areas. From January 7, 2002 to
March 31, 2002, Semmelhack will continue as an employee of
Barrister and will be available during business hours and will
use his best efforts, skills, and ability to assist in
transitioning Barrister to a new president and chief executive
officer. Semmelhack will have such power and authority as will
reasonably be required to enable him to perform his duties in
an efficient manner; provided that in the exercising of such
power and authority and the performance of such duties, he
will at all times be subject to the direction of the Board of
Directors of Barrister.
X. Xxxxxxxxxx'x employee status will terminate
at the end of the Term or as may be otherwise terminated
earlier pursuant to the terms of this Agreement.
C. While Semmelhack is an employee of
Barrister, he will serve as a member of the Board of Directors
of Barrister subject to Stockholder approval. Thereafter, he
will serve as a member of the Board of Directors of Barrister
with full rights and responsibilities of other non-employee
directors until the earlier of his resignation or removal.
IV. Section 3 Compensation, paragraph A, 1st sentence shall be
revised to delete "or 2 (B)."
V. Section 3 Compensation, paragraph B shall be deleted and
replaced with the following:
B. At the conclusion of the Term, and in
recognition of Semmelhack's past services provided to
Barrister, Semmelhack will be awarded a one-time bonus in the
amount of $360,000. The
bonus will be deferred and paid out monthly, interest free,
starting April 1, 2002, in forty-five (45) equal installments.
In addition, at the conclusion of the Term, Barrister will
transfer the title for a 2000 Chevrolet Tahoe, vehicle
identification number ___________________, to Semmelhack free
and clear of all liens and encumbrances.
VI. Section 4 Termination, paragraph C shall be deleted and
replaced with the following:
C. If this Agreement is terminated by Barrister
before the expiration of its Term, under Section 4(A) or
because of Semmelhack's death under any circumstances or for
any reason, Barrister will pay Semmelhack (i) his Base Salary
to the effective date of termination and his deferred
compensation under Section 3(B), in accordance with the terms
of that section, and (ii) any other compensation or benefits
due under this Agreement only to the date of termination. A
substantial diminution in Semmelhack's duties as an employee
as described in Section 2 will be considered a termination
under this Section 4(C).
VII. Section 7 Designation of Beneficiary; Lump Sum Payments shall
be deleted and replaced with the following:
7. Designation of Beneficiary; Lump Sum Payments. Semmelhack
will give the Secretary of Barrister a written statement
designating a beneficiary entitled to receive any benefits
payable to Semmelhack after his death under Section 3(B),
Section 4(A) or 4(C) of this Agreement. This designation may
be revoked or amended by Semmelhack at any time. If no such
written designation is filed with the Secretary of Barrister,
or if the designated beneficiary is not alive when a payment
is to be made, payments will be made in equal shares to
Semmelhack's children who are alive at the time of such
payment. If Semmelhack has no surviving designated beneficiary
or children at the time a payment is to be made, the net
present value (based on 3% interest compounded annually) of
the monthly payments due under such Section 3(B), Section 4(A)
or 4(C) will be paid to Semmelhack's estate. In determining
the eligibility and status of persons entitled to receive
payments under this Section, Barrister may rely on its records
and the good faith determinations of its officers, and
Barrister will not be liable to any person for any sums paid
to any other persons pursuant to such records and
determinations.
All other terms and conditions of the original agreement shall remain in full
force and effect.
This Amendment shall be effective January 7, 2002.
In Witness Whereof, the parties hereto have executed this Amendment on this 26th
day of February, 2002.
BARRISTER GLOBAL SERVICES NETWORK, INC.
BY: /s/ Xxxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxxxxxx
Chairman, Compensation Committee
