AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
Amendment No. 1 dated March 8, 1995 to the Employment Agreement, dated as
of September 11, 1994 (the "Employment Agreement") between Family Golf Centers,
Inc., a Delaware corporation with offices at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxx Xxxx 00000 (the "Company"), and Xxxxxxx Xxxxx (the "Employee").
The Company and the Employee desire to amend the Employment Agreement in
certain respects as hereinafter set forth, on the terms and conditions
hereinafter set forth. Accordingly, the Company and the Employee hereby agree
as follows:
1. Definitions. All capitalized terms used herein which are defined in
the Employment Agreement and not otherwise defined herein are used herein as
defined therein.
2. Term. Section 1 of the Employment Agreement is hereby amended to read
in its entirety as follows:
1. TERM. The Company desires to engage Employee, and Employee
agrees to serve, on the terms and conditions of this
Agreement for a period commencing on the date hereof, and
ending December 31, 1999, or such shorter period as may be
provided for herein. The period during which Employee is
employed hereunder is hereafter referred to as the
"Employment Period."
3. Compensation.
(a) Section 3(a)(2) of the Employment Agreement is hereby amended to
read in its entirety as follows:
(2) $65,000 during the year commencing on January 1, 1995 and
ending on December 31, 1995;
(b) The following clause shall be added to the end of Section 3(a):
(6) $160,000 during the year commencing on January 1, 1999 and
ending on December 31, 1999.
4. Stock Options.
(a) Grant of Option. In consideration for the Employee's Agreement to
reduce his compensation during the 1995 calendar year, as provided in Section
3(a) hereof, the Company hereby grants to the Employee on the date hereof the
right and option to purchase (subject to adjustment pursuant to Section 4(f)
hereof) 10,000 shares of common stock, par value $.01 per share, of Family
Golf Centers, Inc., at an exercise price per share equal to $6.75 (the
"Exercise Price"), which is equal to the market value as of the date hereof.
(b) Option Period. The option granted hereunder shall expire on March 8,
2005 (the "Expiration Date").
(c) Exercise of Option.
(1) This option may be exercised by the Employee at any time on or
after March 8, 1996 and prior to the Expiration Date.
(2) The Employee may exercise the option (to the extent then
exercisable) by delivering to the Company a written notice duly signed by the
Employee in the form attached hereto as Exhibit A stating the number of shares
that the Employee has elected to purchase, and accompanied by payment (in cash
or by certified check) of an amount equal to the full purchase price for the
shares of Common Stock to be purchased. The notice must also contain a
statement (if required and in form acceptable to the Company) that the
Employee is acquiring the shares for investment and not with a view toward
their distribution or resale. Following receipt by the Company of such notice
and payment, the Company shall issue, within five (5) business days, the
shares of Common Stock in the name of the Employee and deliver the certificate
therefor to the Employee. No shares of Common Stock shall be issued until full
payment therefor has been made and until the Company has complied with all
requirements of the Securities Act of 1933, the Securities Exchange Act of
1934, any securities exchange on which the Company's stock may then be listed
and all applicable state laws in connection with the issuance of the Shares or
the listing of the Shares on said securities exchange. The Employee shall have
none of the rights of a shareholder in respect of such shares until they are
issued.
(d) Death or Termination of Employment. If the Employee dies while
employed by the Company or terminates his employment with the Company for any
reason, that portion of this option which was exercisable by the Employee at
the time of death or termination, as the case may be, shall be exercisable by
his legal representatives or beneficiaries or the Employee, as the case may
be, at an time prior to the Expiration Date in the case of the Employee's
death or within sixty (60) days after termination, in the case of the
Employee's termination of employment.
(e) Non-Transferability of Option. This option shall not be transferable
other than by will or by the laws of descent and distribution, and may be
exercised during the Employee's lifetime only by him.
(f) Antidilution. The provisions contained in Section 7 of the Company's
1994 Stock Option Plan are incorporated herein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
FAMILY GOLF CENTERS, INC.
By: /s/ Xxxxxxx Xxxxx
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Exhibit A
PURCHASE FORM
(To be signed and delivered to
Family Golf Centers, Inc.
upon exercise of the Option
The undersigned, the holder of the foregoing Option, hereby irrevocably
elects to exercise the purchase rights represented by such Option, and to
purchase thereunder shares of Common Stock, par value $.01 per share, of
Family Golf Centers, Inc. ("Shares") and herewith makes payment of $
($ per share) therefor, plus $ ($ per share) for
withholding tax, if any, required in connection with the exercise of any such
option, and requests that the Certificates for the Shares be issued in the
name(s) of, and delivered to whose address(es) is/are .
The undersigned hereby represents that the shares to be purchased upon
the exercise of this Option are being purchased for investment only, and not
with a view towards the sale, transfer, or distribution thereof.
Dated: , 19
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