SECOND AMENDATORY EMPLOYMENT AGREEMENT
SECOND AMENDATORY EMPLOYMENT AGREEMENT, dated as of December 18, 1998, by
and among KSW Mechanical Services, Inc., a Delaware corporation (the "Company"),
KSW, Inc., a Delaware corporation ("KSWI") and Xxxxxx Xxxxx ("Xxxxx").
W I T N E S S E T H
WHEREAS, Xxxxx is employed by the Company and KSWI pursuant to an
Employment Agreement, dated as of January 1, 1994, by and among the Company,
KSWI and Xxxxx (the "Employment Agreement"), as amended by the Amendatory
Employment Agreement, dated as of December 15, 1995; and
WHEREAS, the Company, KSWI and Xxxxx wish to provide for the amendment of
certain terms of the Employment Agreement;
NOW THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
1. All terms used herein that are defined in the Employment Agreement shall have
the meanings provided therein, unless otherwise defined herein. The following
amendments to the Employment Agreement shall take effect as of January 1, 1999.
2. Paragraph 1.1 of the Employment Agreement is hereby deleted in its entirety
and replaced by the following:
"1.1 Term. The Company agrees to employ Xxxxx as Chief Operating Officer of the
Company and Xxxxx agrees to accept such employment, subject to the terms and
provisions hereof, for the period beginning the date hereof and ending on
December 31, 2000, unless terminated earlier pursuant to Article 3 or 4 hereof
(the "Term"). During the Term, and for so long as Xxxxx is employed by the
Company hereunder, Xxxxx shall also serve as the Vice President of KSWI and KSWI
shall employ Xxxxx in that capacity. During the Term, Xxxxx shall, if he wishes,
be elected as a director of the Company and KSWI. If Xxxxx is not a director of
the Company or KSWI, he shall nonetheless be entitled to attend Board of
Directors meetings of the Company and KSWI."
3. Paragraph 2.1 of the Employment Agreement is hereby amended to add the
following provisions:
"2.1(a). Subject to the provisions of Article 4 and 5 hereof, as
compensation for services rendered hereunder, Xxxxx shall receive an annual base
salary of $240,000 in the years 1999 and 2000, to be paid weekly in accordance
with the Company's normal payroll practices, subject to deduction for
withholding and other applicable taxes and similar charges.
2.1(b). In addition to the base salary set forth in paragraph 2.1(a)
hereof, for the years 1999 and 2000, Xxxxx shall receive each year an amount
equal to 5.5% of the annual profits, before taxes, of the Company which are in
excess of $250,000, to be paid within 90 days after the end of each calendar
year. The computation of any bonus on annual pretax profits of the
Company shall exclude the effect of any income or expense with respect to the
CO-OP City Project. For the purpose of this Agreement pretax profit shall
exclude any bonuses due to Xxxxx Xxxxxx or Xxxxxx Xxxxx."
4. Except as specifically amended or modified herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and effect,
except any reference to Xxxx and Xxxxx is deleted.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendatory
Employment Agreement as of the date first above written.
KSW MECHANICAL, SERVICES, INC.
By:______________________________
Name:
Title:
KSW, INC.
By:______________________________
Name:
Title:
XXXXXX XXXXX
_________________________________
