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EXHIBIT 10.6
AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into effective as of
August 10, 1998 by and between Xxxxxxx X. Xxxxx ("Xxxxx") and PIA Merchandising
Services, Inc., a Delaware corporation (the "Corporation").
R E C I T A L S:
X. Xxxxx is currently employed by the Corporation and holds the
office of Chairman of the Board of Directors of the Corporation ("Chairman of
the Board").
B. The Corporation and Xxxxx desire to provide for the terms and
conditions on which Xxxxx will continue to be employed by the Corporation
through November 10, 1998 and the terms and conditions on which such employment
relationship will terminate at that time.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants contained herein, the parties agree as follows:
1. Salary. From and after the date of this Agreement until
November 10, 1998, Xxxxx shall be entitled to receive a salary of $20,833.33 per
month, such payments to be made in accordance with the Corporation's regular
payroll schedule. During such period of employment with the Corporation, Xxxxx
shall provide assistance with the Corporation's Program RENEWAL and the
evaluation of possible merger and acquisition opportunities. Xxxxx shall devote
such time and efforts in providing such assistance as may be necessary, but
shall not be required to work full time.
2. Termination. Effective November 10, 1998 and without the need
for notice or further action on the part of Xxxxx or the Corporation of any
kind, Xxxxx employment by the Corporation (and by any subsidiary of the
Corporation) will terminate, and, as of such date, Xxxxx shall cease to hold any
office with the Corporation (or any subsidiary of the Corporation) other than
the office of Chairman of the Board. Xxxxx shall not be required to resign as a
member of the Board of Directors of the Corporation, however, and shall continue
to hold the office of Chairman of the Board; provided, however, that Xxxxx
shall, upon the request of the Chief Executive Officer of the Corporation, at
any time and for any reason or for no reason, tender his resignation from the
office of Chairman of the Board. Whether or not serving as Chairman of the
Board, Xxxxx shall be entitled to continue to serve as a member of the Board of
Directors of the Corporation to the extent elected at future annual stockholder
meetings, it being agreed and understood that Xxxxx will not receive fees of any
kind for such service on the Board of Directors so long as payments under this
Agreement continue and that, after such time as such payments cease, to the
extent Xxxxx is a member of the Board of Directors, he shall be compensated to
the same extent and in the same manner (including stock option grants) as other
outside directors. So long as Xxxxx continues to hold at least 250,000 shares of
Common Stock, the Board of Directors will nominate Xxxxx as a candidate for
election to the Board of Directors at each annual stockholder meeting and will
recommend a vote for his election.
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3. Payments and Benefits Upon Termination of Employment. Subject
to the terms and conditions of this Agreement, from and after November 10, 1998,
Xxxxx shall receive severance pay equal to $37,500.00 per month for a period of
nine months (the "Term"), such payments to be made in accordance with the
Corporation's regular payroll schedule. All payments hereunder shall be net of
any required withholding taxes and other authorized deductions. Any salary and
unused vacation pay for any period prior to November 10, 1998 will be paid on
November 10, 1998. To the extent the Corporation is able to obtain stop loss
insurance coverage with respect to Xxxxx during the Term, Xxxxx shall be
entitled to participate in the Corporation's employee health insurance plans
during the Term. To the extent the Corporation is not able to obtain such stop
loss insurance coverage, Xxxxx shall not be entitled to participate in the
Corporation's employee health insurance plans during the Term, except to the
extent permitted by COBRA, and the Corporation shall reimburse Xxxxx for his
COBRA premiums during the Term. Except as otherwise required by law, from and
after November 10, 1998, Xxxxx shall cease to be entitled to participate in the
Corporation's 401(k) plan and its long-term disability and life insurance
programs; provided, however, that the Corporation shall cooperate with Xxxxx to
make available to him any benefit plan continuation programs which may be
available (e.g., life insurance policy conversion options). Without limiting the
generality of the foregoing, Xxxxx acknowledges that there is no conversion
provision under the Corporation's long term disability insurance. Xxxxx shall
not be entitled to any other benefits during the Term or thereafter except as
otherwise expressly provided herein or required by law. Without limiting the
generality of the foregoing, upon termination of his employment, Xxxxx shall
have no further right to an office, voice mail, or clerical or secretarial
support and shall have no right to retain or maintain access to any property of
the Corporation; provided, however, that Xxxxx shall be entitled to purchase his
computer and installed software (but not any confidential or proprietary
information belonging to the Corporation stored thereon) at book value.
4. Amendment of Stock Options. Pursuant to authorization of the
Compensation Committee of the Board of Directors of the Corporation, all stock
options held by Xxxxx to purchase Common Stock of the Corporation ("Stock
Options") with an exercise price of $7.40 per share are hereby amended effective
as of September 16, 1998 to provide that, subject to Xxxxx' compliance with the
terms and conditions hereof, such options may be exercised at any time during
the Term and shall terminate on August 10, 1999 to the extent not exercised
prior to the close of business on the last day of the Term. All Stock Options
held by Xxxxx with an exercise price of $2.78 per share shall not be amended in
any way. Xxxxx shall notify the Corporation in writing prior to any sale of
shares of Common Stock, whether acquired upon the exercise of Stock Options or
otherwise.
5. Consulting Services. From and after November 10, 1998, Xxxxx
will serve as a consultant to the Chief Executive Officer of the Corporation and
the Board of Directors on an as-needed, non-exclusive basis on such reasonable
terms and conditions as Xxxxx and the Corporation may mutually agree. Any such
consulting services provided by Xxxxx shall be provided as an independent
contractor and not as an employee of the Corporation. If Xxxxx and the
Corporation are unable to mutually agree on reasonable terms and conditions,
Xxxxx shall have no obligation to provide consulting services hereunder.
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6. Noncompetition and Related Covenants.
(a) During his employment with the Corporation and
thereafter during the Term, Xxxxx shall not directly or indirectly (i) own or
control any debt, equity or other interest in any business (except as a passive
investor of less than 1% of the capital stock or publicly traded notes or
debentures of a publicly held company) that competes with the business of the
Corporation or any of its subsidiaries (a "Competitor"), (ii) act as a director,
officer, manager, employee, participant or consultant to, or accept or solicit
any office to act as any of the foregoing to, any Competitor or (iii) be
connected in any advisory, business or ownership capacity with, any Competitor.
(b) During his employment with the Corporation and
thereafter during the Term, Xxxxx shall not, directly or indirectly, and shall
not cause or assist any other person or entity, to solicit the services of any
person that is or was employed at any time on or after January 1, 1997, by the
Corporation or any of its subsidiaries for any purpose, including without
limitation to hire or employ such person, whether on Xxxxx'x own behalf or on
behalf of a Competitor. As used herein the word "indirectly" includes, but is
not limited to, attempting to induce any employee of the Corporation or any of
its subsidiaries to leave such employer for any purpose. In the event that an
employee leaves during the Term not by reason of any solicitation by Xxxxx,
Xxxxx may request the Corporation's permission to subsequently hire that former
employee, which approval will not be unreasonably withheld.
(c) During his employment with the Corporation and
thereafter, Xxxxx shall not make any untrue, disparaging or defamatory statement
concerning the Corporation or any of its subsidiaries or any of their respective
officers, directors, stockholders or employees, and the Corporation shall not
make any untrue, disparaging or defamatory statement concerning Xxxxx.
(d) During his employment with the Corporation and
thereafter, Xxxxx shall cooperate in good faith with the Corporation and the
Corporation's counsel in connection with any pending or future administrative
proceeding, arbitration, mediation or litigation relating to the time of his
employment with the Corporation, including but not limited to providing
information and /or documents, participating in informal interviews(s) and
appearing for depositions(s) and/or testimony if deemed necessary by the
Corporation. Notwithstanding the foregoing, nothing in this paragraph shall
obligate Xxxxx to expend any sum or incur any liability in connection with such
cooperation. The Corporation shall use its best efforts to assure that its
requests for Xxxxx' assistance hereunder shall not conflict with Xxxxx'
obligations to any new employer or with Xxxxx' self-employment.
7. Confidential Information; Return of Property. During his
employment with the Corporation and thereafter, Xxxxx shall not in any manner
use (other than in the performance of services for the Corporation) or disclose
any (i) trade secrets, confidential information with respect to customers or
prices or other confidential plans, processes, procedures, business concepts,
sales or marketing strategies, financial information, forecasts, drawings,
ideas, discoveries, material or information concerning the operations, business
or financial affairs of the Corporation, or any
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subsidiary or affiliate thereof, gained during or as a result of his employment
by the Corporation, or (ii) any confidential third party information gained
during or as a result of his employment by the Corporation. The parties agree
that the terms and conditions of this Agreement shall remain confidential and
shall not be disclosed to any other person (other than Xxxxx' family members,
business advisors, attorneys, and accountants who shall be informed of and bound
by the confidentiality provisions of this Agreement) other than as required by
court order, legal process or applicable law or as otherwise agreed to by Xxxxx
and the Corporation. Any disclosures permitted hereunder shall not be made in a
manner derogatory to any other party hereto. The provisions of this Section 7
shall not apply to any information which becomes generally available to the
public, other than as a result of any disclosure, direct or indirect, by Xxxxx.
Xxxxx covenants and agrees that, upon the termination of his employment with the
Corporation, he will promptly deliver to the Corporation all property of the
Corporation, or any subsidiary or affiliate thereof, including all equipment and
all documents and materials (and copies thereof), of whatever nature in his
possession, relating to the Corporation or any subsidiary or affiliate thereof,
or any of their services, including (without limitation) information contained
in or on computer files, disks or other data storage mediums.
8. Execution of Mutual Release. On or prior to November 10, 1998,
Xxxxx and the Corporation shall each execute and deliver to each other the
Mutual Release attached hereto as Exhibit A (the "Release"), it being agreed and
understood that the execution and delivery by Xxxxx to the Corporation of the
Release is a condition precedent to the obligations of the Corporation pursuant
to Section 3 and to the amendment of the stock options held by Xxxxx as set
forth in Section 4.
9. Miscellaneous.
(a) Attorneys' Fees; Injunctive Relief. All controversies,
claims, disputes, and matters in question arising out of, or relating to, this
Agreement or the Release or the breach thereof, shall be decided by arbitration
in accordance with the provisions of this paragraph. The arbitration proceedings
shall be held before a single arbitrator selected in accordance with the
employment arbitration rules of the American Arbitration Association or its
successor (the "AAA") and shall be conducted under the applicable rules of the
AAA in effect at the time a demand for arbitration under the rules is made. The
decision of the arbitrator, including determination of the amount of any damages
suffered, shall be conclusive, final, and binding on the parties hereto, and
their respective heirs, legal representatives, successors, and assigns. The
arbitrator shall be bound to follow California law and case precedent. Any
decision of the arbitrator will not be binding if the arbitrator fail to follow
California law and case precedent. The losing party shall pay to the successful
party its expenses in the arbitration for arbitration costs, including
arbitrator's fees and attorneys' fees, fees for expert testimony, and for other
expenses of presenting its case. Notwithstanding the foregoing and in addition
to the remedy of arbitration, the parties agree that the violation of the
provisions of Section 6 and/or 7 cannot be reasonably or adequately compensated
in damages and, in addition to any other relief to which the Corporation may be
entitled by reason of such violation, the Corporation shall also be entitled to
permanent and temporary injunctive and equitable relief.
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Without limiting the generality of the foregoing, Xxxxx specifically
acknowledges that a showing by the Corporation of any breach of any provision of
Section 6 and/or 7 shall constitute, for the purposes of all judicial
determinations of the issue of injunctive relief, conclusive proof of all of the
elements necessary to entitle the Corporation to interim and permanent
injunctive relief against Xxxxx, without the necessity of proving actual
damages. If any legal action or other proceeding is brought for the enforcement
of this Agreement or the Release or because of an alleged dispute, breach,
default or misrepresentation in connection with the provisions hereof, the
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and other costs incurred in that action or proceeding in addition to any
other relief to which it or they may be entitled.
(b) Termination of Agreement. The Corporation's obligation
to make payments and provide benefits to Xxxxx as set forth in Section 3 shall
immediately terminate in the event Xxxxx materially breaches any of the terms of
Sections 6 and/or 7 hereof. Notwithstanding such termination, Sections 6 and 7
hereof and the Release shall remain operative and in full force and effect
regardless of the termination of this Agreement and shall be binding upon and
enure to the benefit of any successors and assigns of the Corporation and any
heirs, legatees, assignees and legal representatives of Xxxxx.
(c) Notices. Except as otherwise provided herein, any
notice or demand which, by the provisions hereof, is required or which may be
given to or served upon the parties hereto shall be in writing and shall be
deemed to have been validly served, given or delivered (i) when sent, if sent by
telecopy, (ii) upon actual delivery, if delivered by personal delivery, and
(iii) three business days after deposit in the United States mails, as
registered or certified mail, with proper postage prepaid and addressed to the
party or parties to be notified, if sent by mail. All notices shall be sent or
delivered to the following addresses (or such other address(es) as a party may
designate by like notice):
If to the Corporation: PIA Merchandising Services, Inc.
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
Telecopy: (000) 000-0000
If to Xxxxx: Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
(d) Successors and Assigns. The parties hereto acknowledge
that the Corporation shall have the right to assign, with absolute discretion,
any or all of its rights and obligations under this Agreement and the Release to
any of its affiliates, successors and assigns, and this Agreement and the
Release shall inure to the benefit of, and be binding upon, such respective
affiliates, successors and assigns of the Corporation, in the same manner and to
the same extent as if such affiliates, successors and assigns were original
parties hereto. In the event of a failure to
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perform by an assignee, the Corporation shall remain liable hereunder. The
Corporation will require any successor (whether direct or indirect, by purchase,
merger consolidation or otherwise) to all or substantially all of the business
and assets of the Corporation, expressly to assume and agree to perform this
Agreement and the Release in the same manner and to the same extent that the
Corporation would be required to perform it whether or not such succession had
taken place. This Agreement and the Release shall be deemed to be personal to
Xxxxx and shall not be assignable by Xxxxx.
(e) Governing Law. This Agreement and the Release shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of California (without regard to choice of law principles). The parties
agree that all actions and proceedings arising directly or indirectly under this
Agreement or the Release shall be litigated or otherwise resolved in the State
of California and hereby waive any objection based on forum non conveniens and
any objection to venue of any action instituted hereunder or thereunder.
(f) Amendment; Waiver. This Agreement and the Release may
be amended only by an instrument in writing executed by the parties hereto. No
waiver, expressed or implied, of any breach of any covenant, agreement or duty
shall be held or construed as a waiver of any other breach of the same or any
other covenant, agreement or duty.
(g) Entire Agreement. This Agreement and the Release
constitute the entire agreement of the parties hereto and fully supersedes and
replaces any and all prior agreements and understandings, whether oral or
written, express or implied, between the parties pertaining to the subject
matter of this Agreement.
(h) Severability. Should any part, term or provision of
this Agreement or the Release be declared or be determined by any arbitrator or
court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and the illegal or invalid part, term
or provision shall be deemed not to be part of this Agreement or the Release, as
the case may be. The parties intend this Agreement and the Release to be
enforced as written; however, if any provision, or any part thereof, is held to
be unenforceable because of the scope or duration of such provision, Xxxxx and
the Corporation agree that the arbitrator or court making such determination
shall have the power to reduce the scope, duration and/or area of such provision
in order to make such provision enforceable to the fullest extent permitted by
law, and/or to delete specific words and phrases ("blue-penciling"), and in its
reduced or blue-penciled form such provision shall then be enforceable and shall
be enforced.
(i) Captions. The captions of the several sections and
paragraphs of this Agreement and the Release are used for convenience only and
shall not be considered or referred to in resolving questions of interpretation
with respect to this Agreement and the Release.
(j) Counterparts. This Agreement and the Release may be
executed in counterparts, each of which will be deemed an original, and both of
which together shall constitute one and the same agreement.
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(K) NEGOTIATION. XXXXX ACKNOWLEDGES THAT HE HAS HAD AN
OPPORTUNITY TO NEGOTIATE WITH REGARD TO THE TERMS OF THIS AGREEMENT AND THE
RELEASE AND TO RECEIVE ADVICE OF COUNSEL WITH REGARD TO IT AND HAS CAREFULLY
READ AND CONSIDERED THIS AGREEMENT AND THE RELEASE AND FULLY UNDERSTANDS THE
EXTENT AND IMPACT OF THEIR PROVISIONS, AND HAS EXECUTED THIS AGREEMENT
VOLUNTARILY AND WITHOUT COERCION, UNDUE INFLUENCE, THREATS, OR INTIMIDATION OF
ANY KIND OR TYPE WHATSOEVER.
(L) TIME PERIODS. XXXXX HAS BEEN GIVEN TWENTY-ONE (21)
DAYS TO CONSIDER THIS AGREEMENT. IF XXXXX CHOOSES TO SIGN THIS AGREEMENT BEFORE
THAT TIME PERIOD EXPIRES, XXXXX DOES SO KNOWINGLY AND VOLUNTARILY. XXXXX ALSO
UNDERSTANDS THAT HE HAS UP TO SEVEN (7) DAYS AFTER AGREEING TO THIS AGREEMENT TO
RESCIND THIS AGREEMENT BY NOTIFYING THE CORPORATION OF SUCH RECISSION IN
WRITING.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
PIA MERCHANDISING SERVICES, INC.
By: /s/ XXXXX X. XXXXX /s/ XXXXXXX X. XXXXX
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XXXXX X. XXXXX XXXXXXX X. XXXXX
Its: Chief Executive Officer
and President
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EXHIBIT A
MUTUAL RELEASE
This MUTUAL RELEASE (this "Release") is entered into as of
November 10, 1998 by and between Xxxxxxx X. Xxxxx ("Xxxxx") and PIA
Merchandising Services, Inc. (the "Corporation") pursuant to the terms of
Section 8 of that certain Agreement by and between Xxxxx and the Corporation
dated as of August 10, 1998 (the "Agreement").
1. Release by Xxxxx. In consideration of the severance benefits
being provided to Xxxxx pursuant to the Agreement, Xxxxx hereby irrevocably and
unconditionally releases, acquits and forever discharges the Corporation and
each of the Corporation's past, present and future owners, stockholders,
predecessors, successors, assigns, agents, insurers, directors, officers,
employees, representatives, attorneys, parents, divisions, subsidiaries,
affiliates (and agents, insurers, directors, officers, employees,
representatives and attorneys of such parent companies, divisions, subsidiaries
and affiliates), and all persons acting by, through, under or in concert with
any of them, or any of them (collectively hereinafter referred to as
"Releasees"), from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, expenses (including attorneys'
fees and costs actually incurred) of any nature whatsoever, known or unknown,
suspected or unsuspected (collectively, "Xxxxx Claims"), including, but not
limited to, any Xxxxx Claims arising out of alleged violations of any contracts,
express or implied, any covenant of good faith and fair dealing, express or
implied, any obligation for compensation, lost wages, lost benefits, unused
accrued vacation, or any other expectation of remuneration or benefit on the
part of Xxxxx, including but not limited to, any defamation, intentional or
negligent infliction of emotional distress, or any other tort, or any legal
restrictions on the Corporation's right to terminate employees, or any federal
state or other governmental statute, regulation, or ordinance, including,
without limitation: (1) Title VII of the Civil Rights Act of 1964 (race, color,
religion, sex and national origin discrimination); (2) 42 U.S.C. P. 1981
(discrimination); (3) 29 U.S.C. P. 206(d)(1) (equal pay); (4) the California
Fair Employment and Housing Act (discrimination, including race, color, national
origin, ancestry, physical handicap, medical condition, marital status, sex or
age); (5) the California Workers' Compensation Act; (6) the California Labor
Code; (7) Executive Order 11246 (race, color, religion, sex and national origin
discrimination); (8) Executive Order 11141 (age discrimination); (9) P. P. 503
and 504 of the Rehabilitation Act of 1973 (disability discrimination); (10)
Employee Retirement Income Security Act (employee benefits); (11) the Fair Labor
Standards Act; (12) the Americans with Disabilities Act (discrimination against
individuals with a disability); (13) the Age Discrimination in Employment Act
(age discrimination), and (14) the Civil Rights Act of 1991, which Xxxxx now
has, owns or holds, or claims to have, own or hold, or which Xxxxx at any time
heretofore had, owned, or held, or claimed to have, own or hold, against each or
any of the Releasees. The foregoing release shall not limit or otherwise affect
Xxxxx rights under any stock option agreements, employee savings, 401(k),
deferred compensation or similar plans.
2. Release by the Corporation. In consideration of the foregoing
release and of the other agreements set forth in the Agreement, the Corporation,
on behalf of itself and, to the extent
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that it may effectively do so, on behalf of each of the Corporation's
predecessors, successors, assigns, agents, insurers, directors, officers,
employees, representative, attorneys, subsidiaries, affiliates (and the agents,
insurers, directors, officers, employees, representatives and attorneys of such
companies, subsidiaries and affiliates), and all persons acting by, through,
under or in concert with any of them, or any of them, and hereby irrevocably and
unconditionally releases, acquits and forever discharges Xxxxx from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, expenses (including attorneys' fees and costs actually incurred)
of any nature whatsoever, known or unknown, suspected or unsuspected which they
now have, own or hold, or claim to have, own or hold, or which they at any time
heretofore had, owned, or held, or claimed to have, own or hold, against Xxxxx
(collectively, "Corporation Claims"), except for Corporation Claims arising out
of or relating to illegal or fraudulent actions on the part of Xxxxx.
3. Knowing and Voluntary Waiver. The parties expressly waive and
relinquish all rights and benefits afforded by Section 1542 of the Civil Code of
the State of California, and do so understanding and acknowledging the
significance of such specific waiver of Section 1542. Section 1542 of the Civil
Code of the State of California states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Thus, notwithstanding the provisions of Section 1542, and for the
purpose of implementing a full and complete release and discharge of all those
released by this Agreement, each of the parties expressly acknowledges that this
Agreement is intended to include in its effect, without limitation, all claims
which the party does not know or suspect to exist in its favor at the time of
execution hereof, and that this Agreement contemplates the extinguishment of any
such claims. Xxxxx and the Corporation acknowledge that they have expressly
bargained for the foregoing waiver of the provisions of Section 1542.
4. Indemnification by the Corporation. The Corporation also
agrees to defend, indemnify and hold Xxxxx harmless, to the fullest extent
permitted by law, from and with respect to any claims, liabilities, charges
and/or actions brought against Xxxxx with regard to any actions taken by Xxxxx
in the course and scope of his employment with the Corporation and/or as a
director of the Corporation, and nothing in this Release shall limit any rights
which Xxxxx may have under the Corporation's Certificate of Incorporation,
Bylaws, or insurance policies to be indemnified for actions taken by him in the
course and scope of his employment. .
5. Non-Admission of Liability. This Release shall not in any way
be construed as an admission by either party that such party has acted
wrongfully with respect to the other party or any other person, or that either
party has any rights whatsoever against the other party as a result of any such
wrongful act, and each party specifically disclaims any liability to or wrongful
acts against
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the other party or any other person, on the part of such party or such party's
agents or affiliates and related parties or their agents.
6. TIME PERIODS. XXXXX HAS BEEN GIVEN MORE THAN TWENTY-ONE (21)
DAYS TO CONSIDER THIS RELEASE. XXXXX UNDERSTANDS THAT HE HAS UP TO SEVEN (7)
DAYS AFTER EXECUTING THIS RELEASE TO RESCIND THIS RELEASE BY NOTIFYING THE
CORPORATION OF SUCH RECISSION IN WRITING. ANY SUCH RECISSION SHALL, HOWEVER,
TERMINATE THE CORPORATION'S OBLIGATIONS UNDER SECTION 3 OF THE AGREEMENT AND
SHALL ACT TO NEGATE THE AMENDMENT OF THE STOCK OPTIONS HELD BY XXXXX AS SET
FORTH IN SECTION 4 OF THE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Release
as of the date first above written.
PIA MERCHANDISING SERVICES, INC.
By: /s/ XXXXX X. XXXXX /s/ XXXXXXX X. XXXXX
--------------------------------- ----------------------------------
XXXXX X. XXXXX XXXXXXX X. XXXXX
Its: Chief Executive Officer
and President
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