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EXHIBIT 10.2
March 8, 1999
Mr. Leeds Xxxxxxx
Re: Employment Agreement
Dear Leeds:
As we have discussed, you have indicated your desire to leave the Company
after the consummation of a transaction (if any) with a prospective purchaser.
In light of these plans, I wanted to memorialize our understanding with respect
to the application of the severance terms under your Employment Agreement with
NCMC dated March 4, 1998.
The Employment Agreement denotes your job as President and CEO of NCMC.
Since the time of the Employment Agreement, we asked you to move to New York and
to serve as Chief Financial Officer of Compass International, which you
graciously agreed to do. Notwithstanding this reassignment, it was understood
between us that your service as CFO might be transitional, and that you were not
interested in holding this position long term.
Accordingly, this letter confirms that if you leave the Company upon the
consummation of a transaction during 1999 involving the sale of Compass
International, you will be entitled to the Severance Benefits outlined in
Section 2.3 of the Employment Agreement.
Please let me know if you would like to discuss this letter. Otherwise,
please sign it in the space provided below to acknowledge your agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Chairman
Acknowledged and Agreed:
/s/ Leeds Xxxxxxx
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Leeds Xxxxxxx
