AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 dated as of November 1, 1997 (this "Amendment") to
that certain Employment Agreement dated as of October 6, 1995, by and between
PDK Labs, Inc., a New York corporation with offices at 000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000 (the "Company"), and Xxxxxx Xxxxxxxxx, an individual
residing at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 (the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of October 6, 1995, as amended by that certain Amendment No.
1 dated as of March 3, 1997 (the "Agreement"); and
WHEREAS, the Company and the Executive desire to amend the Agreement to
effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Agreement is hereby amended by
replacing Section 3(a) with the following:
"3. (a) As consideration for Xxxxxxxxx'x agreement to provide her
exclusive services to the Company, the Company hereby agrees to pay to
Xxxxxxxxx a minimum salary of $110,000 per annum pro-rated for the
period March 3, 1997 through December 8, 1997, inclusive and,
thereafter, $160,000 per annum for each year during the Term hereof.
Such salary hereunder shall be payable by the Company on a bi-weekly
basis."
2. Effective as of the date hereof, the Agreement is hereby amended by
deleting the following words from Section 3(b):
";provided however, that commencing upon the date hereof through March
31, 2001 for each three (3) month period (or any part thereof) that
Xxxxxxxxx is not employed by Corporation pursuant to the terms of this
Agreement for any reason whatsoever, unless otherwise agreed in writing
by the parties, Xxxxxxxxx shall automatically forfeit Two Thousand Five
Hundred (2,500) shares of Common Stock"
3. Effective as of the date hereof, the Agreement is hereby amended by
inserting at the end of Section 3(b) the following words:
"The Company expressly agrees to pay on Executive's behalf or reimburse
Executive for any federal, state and local taxes of any nature whatsoever
(including but not limited to any income or capital gains taxes) that
Executive actually incurs with respect to his receipt of any of the
securities, or the proceeds therefrom, granted to Executive pursuant to
this Section 3(b)."
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of
conflicts of law.
5. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
PDK LABS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
/s/ Xxxxxx Xxxxxxxxx
______________________________
Xxxxxx Xxxxxxxxx
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