EXHIBIT 10.1
AMEDNMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of this 5th day of
December, 1997, to that certain Employment Agreement, dated as of February 3,
1997 (the "Agreement"), by and between U.S. Office Products Company, a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx ("Employee").
RECITALS
The Company and Employee desire to amend certain of the terms of the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants, and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. The first two sentences of Section 1 of the Agreement are hereby
amended and restated to read in their entirety as follows:
"The Company hereby employs Employee to perform the duties described
herein, and Employee hereby accepts employment with the Company for a term
beginning on the date first written above (the "Commencement Date") and
continuing through October 31, 2000. The term of this Agreement shall be
extended automatically beyond the initial 45-month period for additional,
successive one-year terms, unless the Company notifies Employee no less
than six months prior to the end of the initial period or any renewal
period, as applicable, that it does not intend to extend the term for an
additional period at the end of the then-effective term."
2. The first three sentences of Section 2 of the Agreement are hereby
amended and restated to read in their entirety as follows:
"The Company hereby employs Employee as its President and Chief Executive
Officer. Employee shall have such responsibilities, duties, and authority
as are accorded to the offices of president and chief executive officer and
as are otherwise assigned to him by the Company's Board of Directors (the
"Board"). Employee shall report directly to the Board."
3. Effective as of November 1, 1997, Employee's base salary shall be
increased to $600,000 per year, and Section 3(a) of the Agreement shall be
deemed to be amended accordingly to reflect this change. In addition, the
following shall be added to the end of Section 3(a) of the Agreement:
"This annual base salary shall remain in effect through the end of the
Company's 1999 fiscal year. Employee's base salary shall be subject to
adjustment thereafter,
for subsequent periods during the Term, based upon the review, and in
the discretion, of the Compensation Committee of the Board."
4. The last sentence of Section 3(b) of the Agreement is hereby deleted,
and the following is added to such Section 3(b):
"Notwithstanding the foregoing, Employee shall receive incentive bonus
compensation of no less than the following amounts, payable in accordance
with the following terms: (i) the amount of $112,500, payable on or about
February 1, 1998, unless the Company and Employee shall agree to a
different payment date; (ii) for the period November 1, 1997 through April
25, 1998, the amount of $75,000, payable at the time that the Company
distributes fiscal year end bonuses to its officers for the 1998 fiscal
year (approximately June 1998); (iii) for the period April 26, 1998 through
April 24, 1999, the amount of $150,000, payable at the time that the
Company distributes fiscal year end bonuses to its officers for the 1999
fiscal year (approximately June 1999); and (iv) for the period April 25,
1999 through April 29, 2000, the amount of $75,000, payable either at the
time that the Company distributes fiscal year end bonuses to its officers
for the 2000 fiscal year (approximately June 2000), or, at Employee's
option, at any earlier time after November 1, 1999."
5. Except as expressly modified or amended by the terms of this
Amendment, the original terms and conditions of the Agreement shall continue in
full force and effect, and the parties hereby confirm the continuing validity
and applicability of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Director
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Xxxx X. Director
Chief Administrative Officer and General Counsel
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxx
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