EXHIBIT 10.6
FIFTH AMENDMENT
TO
EMPLOYMENT AGREEMENT
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made
as of July 1, 2002, by and between Xxxx Xxxxxxx Auctions, Inc., a New York
corporation having its principal office at 000 Xxxxxxx Xxxxxx, Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000 (the "Company"), and Xxxx Xxxxxxx, an individual
residing at 0 Xxxxxx'x Xxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx 00000 (the
"Executive").
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of May 14, 1993, as amended by an amendment
effective as of June 30, 1995; by a second amendment effective as of July
1, 1997; by a third amendment effective as of July 1, 1999; and by a fourth
amendment dated as of July 1, 2000 (as so amended, the "Agreement");
WHEREAS, the Company and the Executive desire to amend the
Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, desiring to be legally bound, hereby
agree as follows:
1. Paragraph 1 of the Agreement is hereby amended to extend the
term of the Agreement to June 30, 2005 (subject to earlier termination as
provided in the Agreement).
2. Paragraph 3(a) of the Agreement is hereby amended to delete
the first sentence thereof and insert in lieu thereof the following:
"(a) For the full, prompt and faithful performance
of all of his duties and services hereunder, the
Company shall pay the Executive an annual base
salary of $400,000 per year for the period ending
June 30, 2003, which salary shall increase to
$450,000 for the period ending June 30, 2004; and to
$500,000 for the period ending June 30, 2005."
3. Paragraph 3(b)(i) is hereby amended to read in its entirety
as follows:
"(b) (i) In addition to such base salary, the
Company shall pay the executive an annual cash bonus
for each fiscal year during the period of his
employment equal to (x) $50,000, plus (y) an amount
equal to 10% of the Company's Audited Annual Pre-tax
Income (as defined below) that exceeds $500,000 but
does not exceed
$7,500,000. The term "Audited Annual Pre-Tax Income"
shall mean the net income of the Company before
Federal and state income taxes and deductions for
any bonues paid under this Section 3(b) and under
any other executive employment agreement entered
into by the Company, determined in accordance with
generally accepted accounting principles
consistently applied."
4. A new sentence is hereby added to the beginning of paragraph
4 of the Agreement, reading as follows:
"4. Expenses. The Executive shall be entitled to full use of a
Company owned or leased automobile, with all expenses paid by
the Company. In addition..."
5. All capitalized terms used herein and not otherwise defined
shall have their respective meanings as set forth in the Agreement.
6. This Amendment shall be effective for all purposes as of
July 1, 2002. Except as hereby amended, all the terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
XXXX XXXXXXX AUCTIONS, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Chief Financial Officer
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
