EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into
as of May 7, 2001, by and between Strouds, Inc. (the "Company") and Xxxxxx X.
Xxxxxxxxxxx ("Employee").
WHEREAS, the Company and Employee are parties to that certain Employment
Agreement, dated as of January 5, 2001, and as amended March 6, 2001 (the
"Agreement"); and
WHEREAS, the Company and Employee desire to amend, modify or restate
certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the mutual premises set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows, effective as
of May 1, 2001:
1. Sections 1, 2 and 3 of the Agreement shall be amended and restated in
their entirety as follows:
"1. EMPLOYMENT AND TERM. Employer hereby agrees to employ Employee as
its President and Chief Executive Officer upon the terms and conditions
hereinafter set forth. The term of Employee's employment shall be from
December 1, 2000 until May 31, 2001, unless earlier terminated in
accordance with Paragraph 10. By mutual agreement in writing, the term may
be extended further for a period agreed to by Employer and Employee.
Employee shall devote three days (between 24-30 hours) a week to the
business and affairs of Employer as set forth in the Agreement.
2. DUTIES. Employee shall serve as the President and Chief Executive
Officer of Employer, reporting only to the Board of Directors. Other than
the Chairman of the Board, no executive or other employee of Employer shall
hold a position, stature, title or power higher or greater than or equal to
those of Employee. Subject to the authority of the Board of Directors,
Employee shall have supervision, and control over, and responsibility for,
the general management and operation of Employer and shall have such other
powers and duties as may from time to time be prescribed by the Board of
Directors, provided that such duties are reasonable and customary for a
president and chief executive officer. The powers of Employee shall involve
overseeing matters related to Employer's bankruptcy estate (the "Estate"),
including, without limitation, the following:
a. To oversee the efficient and accurate completion of the physical
inventory of Employer;
b. To oversee accurate reconciliation of expenses of the Estate;
c. To resolve any disagreements related to interpretation of that
certain Asset Purchase Agreement, dated as of March 27, 2001, by and
between Employer and Strouds Acquisition Corporation, a Delaware
corporation;
d. To assist with the reduction of Estate expenses as necessary to
complete the collection of funds and disbursement of the same to Employer's
creditors; and
e. To manage and assist with the winding down of the affairs of the
Estate.
3. BASE SALARY. Employer shall pay Employee a monthly base salary of
Twenty-One Thousand Dollars ($21,000). The base salary shall be paid to
Employee in accordance with Employer's regular payroll practices with
respect to senior management compensation."
2. Except as otherwise indicated, capitalized terms used in this
Amendment which are not defined herein shall have the meanings specified in
the Agreement.
3. Except as specifically amended hereby, all other provisions of
the Agreement shall remain in full force and effect.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
"EMPLOYER"
STROUDS, INC.
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Director
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"EMPLOYEE"
/s/ XXXXXX X. XXXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxxx
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