Exhibit 10.36
Amendment Number 1 to Employment Agreement
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This Amendment shall modify the terms of the July 26/th/, 2001 Employment
Agreement ("Agreement") between Danka Office Imaging Company, Inc., Danka
Business Systems PLC, and Danka Holding Company, collectively referred to
hereunder as ("Company") and Xxxx Xxxxx, an individual ("Executive"). The
Company and Executive, together shall be referred to as the ("parties"). This
Amendment shall be effective as of the date of the last party to sign. The
parties hereby agree to the modifications set forth in this Amendment. Sections
of the Agreement restated or deleted herein will be considered modified as
follows.
Section 6 (g). RELOCATION EXPENSES. The Company will provide both temporary
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living and travel expenses and residential relocation assistance in accordance
with the terms and conditions set forth herein.
Temporary Living and Travel - Beginning August 1, 200l and continuing for a
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period of five (5) consecutive months, the Company will promptly (i) reimburse
Executive up to $3000.00 per month for temporary living and travel expenses
associated with relocation, and (ii) pay Executive a gross-up payment sufficient
to pay any federal, state and local income tax and social security, or other
employment tax on any such amounts including any additional federal, state and
local income taxes and social security, or other employment tax on any related
gross-up payment. Gross-up will be calculated by using the top marginal rates
for federal, state and local income taxes and social security, or other
employment taxes to the Executive's taxable income in effect during the year of
payment. Executive will pay Company a pro-rata portion of such relocation and
temporary living expenses [as per Section 5 herein using a three (3) year period
from the date of such payments], in the event of Executive's voluntary
termination or termination for cause as set forth herein.
Residential Relocation Assistance - The Company will retain a third party
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relocation firm ("Relocation Firm") to facilitate Executive's residential
relocation from California to the St. Petersburg, Florida metropolitan area
under the following terms and conditions:
(i) Relocation Firm will determine an Appraised Value for the Executive's
California residence, 00000 Xxxx Xxxx Xxxx, Xxxxx, Xxxxxxxxxx 00000, at
Company's expense. The Appraised Value will be determined by averaging
two independent appraisals, providing such appraisals do not vary by more
than five percent (5%). In the event the two appraisals vary by more than
five percent (5%), a third appraisal shall be conducted and three
appraisals will then be averaged to calculate the Appraised Value.
(ii) Company will deposit the difference between the existing first mortgage
balance for Executive's California residence and the Appraised Value into
the Relocation Firm's escrow account, (approximately $300,000.00).
(iii) The Relocation Firm will purchase Executive's California residence at the
Appraised Value and retire the current first mortgage (approximately
$639,000.00). Company will pay the Relocation Firm the applicable monthly
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carrying costs until such residence is sold at Company's discretion. Upon
the closing of Executive's St. Petersburg, Florida residence, Company
will pay Executive the difference between the Relocation Firm's purchase
price and $1,000,000.00 (the earlier appraisal of $1,100,000.00 less
$100,000.00). This amount will be grossed up for tax consequences to a
cap of $l00,000.00. The Company also agrees to reimburse Executive up to
$2,000.00 in costs incidental to closing the purchase of the residence
(also grossed up for tax purposes).
(iv) Upon the closing of the Executive's St. Petersburg, Florida residence
Executive will be paid the difference between the Relocation Firm's
Appraised Value of the California residence and the amount of any
mortgages on the California residence which are paid by the Relocation
Firm.
This payment amount will not be grossed-up by Company as this payment
represents Executives equity position. In the event that Executive
voluntarily resigns or is terminated for cause as defined herein within
three years of the date of any Company payments hereunder, Executive
shall reimburse Company an amount equal to the pro rata portion of the
Company's costs for all payments made to Executive by Company relative to
this residential relocation. Executive agrees that the payments under
this paragraph Sections (iii) and (iv) will be made by Company and its
Relocation Firm upon closing of the Executives St. Petersburg, Florida
residence.
These payments shall include those costs set forth in Section 6(g)(iii)
and any other related Relocation Firm fees. Company will guarantee
Executive's recovery of equity (Section 6(g)(iv) in the California
residence less costs and fees specified herein. The pro rata
reimbursement hereunder shall be calculated using the date of such
payments by Company as the commencement of the pro rata period.
(v) In the event any severance compensation becomes payable to Executive
pursuant to Section 8 of the Agreement within the first three years of
Executives employment and, unless such termination is by no fault of the
Executive, Company shall be entitled to first offset any amounts paid
under sub. (iii) hereof against the payment of any such severance.
Company shall not be entitled to recover such amounts after Executive has
been employed for such three-year period.
ACKNOWLEDGMENT. The parties hereto do, by their signatures below, hereby
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acknowledge their agreement to and intent to be bound by the modifications in
this Amendment.
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Danka Office Imaging, Inc., Xxxx Xxxxx
Xxxxx Business Systems PLC
Danka Holding Company, Inc.
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxxx
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Signature Signature
Xxxxx Xxxxxx, III Xxxx Xxxxx
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Printed Name Printed Name
CEO President/COO
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Title Title
3/15/02 3/18/02
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Date Date
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