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Exhibit 10(v)
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment is made as of October 31, 1996, to the Employment
Agreement dated as of July 21, 1995 (the "Employment Agreement"), between
CompManagement, Inc., an Ohio corporation (the "Company"), and Xxxxxxxx X.
Xxxxxx (the "Employee"), who hereby agree as follows:
ss.1. Upon the execution and delivery of this agreement by the
Employee, the Employee shall receive a payment from the Company in the amount of
$82,408.
ss.2. Section 2 of the Employment Agreement is hereby amended in its
entirety to read as follows:
The term of the Employee's employment by the Company pursuant
to this agreement shall begin on July 21, 1995, and shall end, unless
sooner terminated in accordance with the provisions of ss.9, below, on
December 31, 1999 (the "Termination Date"). Not less than 120 days
prior to the Termination Date, the parties shall begin to renegotiate
in good faith the terms of this agreement. If a mutually acceptable
agreement cannot be reached by the parties prior to the Termination
Date, then the Employee's employment shall terminate as of the close of
business on the Termination Date, the Employee shall be entitled to
receive the severance pay and benefits described in ss.8(b) and (c),
below, and the Employee shall abide by the noncompetition and
confidentiality provisions described in ss.10, below.
ss.3. Section 5(b) of the Employment Agreement is hereby amended in its
entirety to read as follows:
(b) sales commissions, the calculation of which shall
be based upon a Calendar Year (as defined below), payable
beginning with the 1995 Calendar Year and continuing through
the term of this agreement, and in an amount equal to (i) 25%
of the amount of the first fees generated by the Employee
during a Calendar Year for new business of the Company,
including, but not limited to, all employers that are part of
group rating plans, state-funded employers, and self-funded
employers, purchasers of unemployment compensation services,
and purchasers of new products of the Company ("New
Business"), plus (ii) 25% of the amount of the increase in
fees over the prior Calendar Year for all employers which are
part of group rating plans of the Company, minus (iii) a
deduction for each Calendar Year in the amount of $82,408.
For purposes of this ss.5(b), the term "Calendar
Year" shall mean the period from January 1 through December 31
of the same year.
ss.4. This document is an amendment to the Employment Agreement. In the
event of any inconsistencies between the provisions of the Employment Agreement
and this amendment, the provisions of this amendment shall control. Except as
modified by this amendment, the Employment Agreement shall continue in full
force and effect without change.
COMPMANAGEMENT, INC.
By /s/ Xxxxxxx X. Master, D.O. /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxx X. Master, D.O., XXXXXXXX X. XXXXXX
Chairman
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