Amendment No. 2 dated as of June 15, 2005 to Employment Agreement dated as
of June 25, 1999 (the "Agreement") by and between Universal Supply Group, Inc.,
a New York corporation (the "Company") and Xxxxxxx Xxxxxx (the "Employee").
PRELIMINARY STATEMENT
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The Employee has been employed by the Company under the Agreement for a
term ending at the close of business on December 31, 2005. The Company desires
to insure the continuation of the Employee's employment through December 31,
2010 and the Employee is willing to insure such continuation under the terms of
this amendment to the Agreement.
Accordingly, for good and valuable consideration, the Agreement is hereby
amended as follows:
1. Section 1.03 of the Agreement is amended to read as follows:
The Employee's employment hereunder shall be for a term commencing as
of June 25, 1999 (the "Commencement Date") and terminating at the close of
business on December 31, 2010 (the "Term").
2. Section 2.02 of the Agreement is amended to read as follows:
2.02 Incentive Compensation: For the calendar year 2005 and for each of the
calendar years 2006 through 2010, the Employee shall receive, as Incentive
Compensation, a percentage of the Incentive Compensation Base. Incentive
Compensation Base shall mean the Company's net earnings (as determined by
the Company's parent company) which are included in the parent company's
consolidated audited financial statements, plus the amount of any
deductions from net earnings which are made in such statements for (i)
interest paid or accrued in connection with the acquisition of the Company,
(ii) Federal income taxes, (iii) parent company management fees or
allocation of overhead from the parent company either paid or accrued and
(iv) Incentive Compensation under this Agreement. Earnings of businesses
acquired by the Company shall be included in determining Incentive
Compensation Base. Incentive Compensation will be paid within 30 days
following receipt by the Company of the Independent Accountant's report for
the year involved and said report shall be binding and conclusive on the
calculation of net earnings and Incentive Compensation. Incentive
Compensation for any year beginning 2005 shall in no event exceed two times
Employee's base compensation for such year.
Portion of Incentive Additional Compensation
Compensation Base Percentages
---------------------------- -----------------------
Up to $ 250,000 8%
$ 251,000 to $ 500,000 9%
$ 501,000 to $ 750,000 10%
$ 751,000 to $1,000,000 11%
$ 1,001,000 And over 12%
For example, if the Incentive Compensation Base is $1,500,000, the
additional compensation would be computed as follows:
Incentive Additional
Compensation Compensation Incentive
Base Percentages Compensation
---------------- ------------- -------------
$ 250,000 at 8% $ 20,000
$ 250,000 at 9% $ 22,500
$ 250,000 at 10% $ 25,000
$ 250,000 at 11% $ 27,500
$ 500,000 at 12% $ 60,000
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$ 1,500,000 $ 155,000
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Total Incentive Compensation in this example would be $155,000.
Except as amended hereby, the Agreement is in full respects ratified and
confirmed.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the date
set forth above.
UNIVERSAL SUPPLY GROUP, INC. UNIVERSAL SUPPLY GROUP INC.
DIRECTORS
By: /s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx Xxxxxxx Xxxx
Chairman
/s/Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Employee: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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The above is consented to and approved by
COLONIAL COMMERCIAL CORP.
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, CEO, Chairman
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