AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
DATED MARCH 17, 1995 BETWEEN THE XXXXXX GROUP INC.,
XXXXXX GROUP INTERNATIONAL, INC. AND XXXXXXX X. XXXXX
AMENDMENT NO. 1 made this 23rd day of February, 1998 to an Employment
Agreement dated March 17, 1995 between The Xxxxxx Group Inc., and Xxxxxxx X.
Xxxxx (the "Employment Agreement").
BACKGROUND
All terms used in this Agreement shall have the definitions contained in
the Employment Agreement. The Company and Xxxxx have agreed to a part time
(or possible return to full time) employment arrangement, effective January
19, 1998. and the purpose of this Amendment No 1 is to reflect their
understanding.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows;
1. Effective January 19, 1998, Section 2.1 and 2.3 of the Employment
Agreement shall be amended to read in full as follows, respectively
"2.1 EMPLOYMENT POSITION: Xxxxx shall be employed in a part time
position as Senior Vice President, Advisor, supporting the management of
financial functions in the Philadelphia office, or in other part time or full
time alternative positions of no lesser duties and stature as may be assigned
or delegated to him from time to time to the, by the Chief Executive Officer,
Chief Operating Officer, President or the Board of Directors of the Company.
Xxxxx acknowledges that the Company may, in its sole discretion. assign to
him an alternate part time position or alternately a full time position. of
no lesser duties and stature as his initial part time position.
"2.3 DUTIES OF EMPLOYMENT: During the employment period Xxxxx agrees to:
(a) Support the management of financial functions in the
Philadelphia Office;
(b) devote his part time (83 hours per month), or alternately his
full time if full time duties are assigned and attention and best efforts to
the performance of his duties as specified herein, exclusive of time spent on
Shane's reasonable personal investment portfolio and outside directorships
consistent with prior practices and which do not in any way materially
conflict with the business of the Company; and
(c) use his best efforts to promote the success growth and
goodwill of the Company and its affiliates."
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2. Effective January 1, 1998. Section 4 1 of the Employment Agreement
shall be amended to change the figure $200,000 with the following phrase:
"$250,000 if employed on a full time basis and $125,000 if employed on a part
time basis; as outlined herein,
3. Effective January 1, 1998 Section 5 of the Employment Agreement
shall be amended to add the following Section 5.3:
"5.3 OTHER BENEFITS Company will provide reasonable office facilities
and secretarial services to Xxxxx in connection with his duties hereunder;
additionally, Xxxxx may make reasonable use of such services and facilities
in connection with personal, outside activities unrelated to the Company and
which do not violate this Agreement or interfere with the conduct and
operation of the Company as determined in the sole opinion of the Company
Effective from and after January 1, 1998, Xxxxx shall continue to be
entitled to the same fringe benefits from the Company which Xxxxx enjoyed as
of December 1, 1997, whether such fringe benefits were provided under the
Employment Agreement or otherwise.
4. Effective January 1. 1998 Xxxxx shall cease to be a Director or
Officer of any subsidiary affiliates of the Company, but shall retain his
position as Senior Vice President, Advisor. of The Xxxxxx Group Inc., a
British Columbia corporation and of The Xxxxxx Group International, Inc., a
Delaware corporation.
5. All other terms and conditions of the Employment Agreement shall
continue in full force and effect. In the event of any conflict between this
Amendment No. 1 and the Employment Agreement. this Amendment No. 1 shall
govern.
THE XXXXXX GROUP INC.
By: /s/ XXXXXXX X. XXXXXX
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XXXXXX GROUP INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXXX
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/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
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