1
EXHIBIT 10.03
AMENDMENT
---------
AMENDMENT, dated as of August 8, 1997, to the Employment
Agreement (the "Original Agreement") dated as of May 1, 1997, between Office
Centre Corporation, a Delaware corporation ("OCC") and Xxxxxx X. Xxxxxx, Xx.
(the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, OCC and the Executive wish to amend the Original
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties agree as
follows:
1. All terms used but not defined herein are used herein as
defined in the Original Agreement.
2. The second paragraph of Section 5(e) of the Original
Agreement is hereby deleted in its entirety and replaced by the following:
Notwithstanding anything else contained in this
Agreement, if, by August 8, 1998, there has been no initial
public offering of OCC's capital stock ("IPO") and OCC has not
consummated a purchase of all of the capital stock of King
Office Supply Inc. ("King"), OCC shall have the right (the
"Right") to terminate the employment of the Executive under
this Agreement by written notice to the Executive with no
further obligations under this Agreement, except as set forth
in this Section 5(e), pursuant to which the exercise of the
Right shall be considered Non-Cause Termination. Upon exercise
of the Right, the Executive shall sell to OCC any shares of
capital stock of OCC that have been issued to the Executive on
or before the exercise date
2
of the Right, at par value. In addition, upon exercise of the
Right, for no additional consideration, the Executive shall
cancel any options, warrants, convertible securities or other
rights, agreements, arrangements or commitments of any
character relating to the capital stock of OCC or obligating
OCC to issue or sell any shares of capital stock of, or any
other interest in, OCC, to the Executive or any of his
affiliates or assignees. The Executive and OCC also hereby
agree to use their best efforts to promptly enter into an
asset purchase agreement pursuant to which OCC will purchase
(the "Purchase") all of the issued and outstanding capital
stock of King Office Supply Inc., which Purchase will be
effective at the time of the IPO. If OCC does not exercise the
Right by August 8, 1998, the Right shall expire and be of no
further force and effect. The Right may not be exercised if
OCC has refused to close a Purchase under a fully executed
contract for the Purchase if the stockholders of King are
ready, willing and able to close under such contract.
3. The first paragraph of Section 6(a) of the Original
Agreement is hereby amended by deleting the parenthetical statement in the third
line thereof and replacing such parenthetical with the following: "(other than,
prior to the termination of this Agreement, King Office Supply Inc., so long as
King Office Supply Inc. continues to operate in the territory in which its
business is presently conducted."
4. Sections 6(a)(i) - (iv) of the Original Agreement are
hereby deleted in their entirety and replaced by the following:
The date on which this Agreement is
terminated.
- 2 -
3
IN WITNESS WHEREOF, OCC has caused this Agreement to be
executed in its name and on its behalf by its Chairman and the Executive has
signed this Agreement as of the day and year first above written.
OFFICE CENTRE CORPORATION
By: /s/Xxxxxx Xxxxxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxxxxx
EXECUTIVE:
/s/X.X. Xxxxxx, Xx.
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
