Exhibit 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 to employment agreement made as of the
12th day of November, 1999, by and between Xxxxxxxxx.xxx
Group, Inc., a Minnesota corporation (“Company”), and
Xxxxxx X. Xxxxxxxx (“Xxxxxxxx”).
W I T N E S S E T H
WHEREAS, the parties hereto entered into an Employment Agreement
dated as of August 1, 1999 (“Agreement”); and
WHEREAS, the parties hereto desire to clarify and amend the
Agreement and provide for the grant of additional stock options
to Xxxxxxxx.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and conditions contained herein, the parties hereto
agree that the Agreement be, and hereby is, supplemented and
amended as follows:
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1. Paragraph 1 of the Agreement is replaced with the
following paragraph:
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Employment. Subject to the terms and conditions hereof,
the Company shall employ Employee and Employee agrees to be so
employed in the capacity of Executive Vice President, Chief
Operating Officer until November 15, 2002. This Agreement
shall automatically renew for successive one-year terms
thereafter unless the Company shall have provided Employee with
written notice of the Company’s intent not to renew by
October 15, 2002 and by each October 15 thereafter.
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2. The phrase “On Line accounts” referenced in
Section 4B of the Agreement shall mean new online brokerage
accounts of the Company’s online brokerage subsidiary,
Xxxxxxxxx.xxx, Inc. (“Stockwalk”).
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3. Section 4C of the Agreement is replaced in its
entirety with the following paragraph:
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Company shall pay Employee a bonus on November 1, 2000, and
each year ended thereafter during the term hereof, provided
Employee is employed by the Company on the payment date, based on
the number of new, active online accounts of Stockwalk added
through “private labeling” during the year then ended
determined by the following formula: $100,000 x [new PL
accounts — (10,000 referenced in paragraphs
4(B)(i) + 4(B)(ii))/ 10,000]. The calculation shall
cover net new accounts only and no credit shall be given for
accounts opened in the previous measuring period. An active
account for purposes of this Agreement shall be defined as a
Stockwalk private label customer account that has a minimum
balance of $2,000 in cash/ securities and has completed at least
five (5) securities transactions on an annualized basis
during the prior twelve (12) months. (For example, if
250,000 new, active on-line private label accounts are added by
November 1, 2000, the bonus shall equal to
$100,000 x [($250,000 — 10,000)/
10,000] = $2,400,000.)
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4. On the date hereof, the Company shall xxxxx Xxxxxxxx an
option to purchase fifty thousand (50,000) shares of common stock
of the Company. Said option shall expire ten (10) years
from the date hereof and vest ratably over a three (3) year
period and contain other normal and customary terms and
conditions. The exercise price shall be $7.44 or eighty-five
percent (85%) of $8.75. Upon the granting of said option, the
Company shall have granted Xxxxxxxx options to purchase an
aggregate of One Hundred Thousand
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(100,000) shares of common stock and the Company shall not be
obligated to grant any further options to Xxxxxxxx under the
Agreement, as amended.
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5. Except as hereinabove supplemented and amended, all of
the terms, covenants and conditions of the Agreement are hereby
ratified and confirmed.
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XxxxxXxxx.Xxx Group Inc.
By:
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/s/ XXXXX X. XXXXXX
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Its: Chairman and CEO
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/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
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