EXHIBIT 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of November 1, 2001,
between SYNERGY 2000, INC., a Delaware corporation (the "Company"), and XXX
XXXXXX, XX. ("Employee").
WHEREAS, the Company and the Employee are parties to that certain
Employment Agreement dated as of July 1, 2000 (the "Employment Agreement"), and
now desire to amend the Employment Agreement, subject to the terms and
provisions of this First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto, intending to be legally bound hereby, agree and
certify as follows:
I. AMENDMENTS
The Employment Agreement is amended hereby as follows:
SECTION 1.01. BASE COMPENSATION. Section 3.01 shall be amended
to provide that effective as of January 1, 2002, Company shall pay Employee and
Employee shall accept, a base salary (the "Salary") at the annual rate of One
Hundred Eighty Thousand Dollars ($180,000). Thereafter, the Company shall pay
Employee at an annualized rate of not less than the rate paid for the
immediately preceding period, subject to annual adjustment, upwards but not
downwards. The salary shall be payable to Employee in accordance with the
Company's standard payroll policies.
SECTION 1.02. BONUS. Section 3.02 shall be deleted in its
entirety and substituted therefor shall be a new Section 3.02 as follows:
"(a) Guaranteed Bonus. Employee shall be entitled to a
guaranteed bonus payable in cash in an amount equal to twenty-five percent (25%)
of the Salary payable pro-rata commencing with the 2001 calendar year, not later
than March 15, 2002, and annually thereafter, and pro-rated in the event of
commencement, expiration or termination prior to said payment date.
(b) Performance Bonus. Employee shall be entitled to incentive
compensation, payable by the Company on a quarterly basis not later than
forty-five (45) days following the end of each calendar quarter, in an amount
equal to a percentage of the Company's actually collected revenues generated by
the Company's operations (but expressly excluding therefrom all revenues
generated by the operations of any of the Company's managing general agency,
insurance company or third-party administration activities), in accordance with
the schedule set forth below:
Revenues Percentage Bonus Compensation
-------- -----------------------------
Up to $10,000,000 3%
$10,000,001-$20,000,000 2%
More than $20,000,000 1%
The calculation of said quarterly performance bonus payment shall be determined
by the Company's regularly engaged certified public accountants, and shall be
subject to reconciliation on a continuing basis. At Employee's option, Employee
may elect to receive such performance bonus in Company Common Stock or options
to purchase Company Common Stock upon terms mutually determined by Employee and
Company.
(c) Employee shall be entitled to such additional bonuses as
may be determined by the Company's Board of Directors."
SECTION 1.03. TERMINATION OTHER THAN FOR CAUSE. The
introductory paragraph to Section 4.04 and Section 4.04(a) shall be deleted in
their entirety and substituted therefor shall be a new introductory paragraph to
Section 4.04 and Section 4.04(a) as follows:
"SECTION 4.04. TERMINATION OTHER THAN FOR CAUSE OR
RETIREMENT. If Employee is terminated for any reason other
than as set forth in Sections 4.02 and 4.03 hereof, or if
Employee elects to retire after June 30, 2003, then Employee
would be entitled to receive compensation and benefits as
follows:
(a) SEVERANCE. Two hundred percent (200%) of
the annual Salary at its then current level, payable in a lump
sum or over a four (4) year period at the times such salary
would otherwise have been payable were Employee to remain
employed with Company, as determined by Employee in his sole
discretion, and acceleration of vesting of all options. If the
Company is unable to make payment entirely in cash, Company
shall evidence such obligation by an unsecured demand
promissory note convertible into shares of Company's Common
Stock on such terms as may be agreed upon by Employee and
Company, or at Employee's option, Employee may elect to
receive said severance amount in Company Common Stock or
options to purchase Company Common Stock. If Employee elects
to receive options to purchase Company Common Stock, then all
such options shall be vested immediately and Company shall
take such steps to register such securities as promptly as
practicable in a registration statement pursuant to applicable
Federal and state securities laws; and"
II. GENERAL PROVISIONS
SECTION 2.01. CONSTRUCTION. This Agreement shall be construed
in accordance with the laws of the State of California. In all matters of
interpretation, whenever necessary to give effect to any provision of this
Agreement, each gender shall include the others, the singular shall include the
plural, and the plural shall include the singular. The titles of the paragraphs
of this Agreement are for convenience only and shall not in any way affect the
interpretation of any provision of this Agreement.
SECTION 2.02. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, which, taken together, shall constitute the whole of
the Agreement as between the parties. Each party hereto shall be authorized to
rely upon the signatures of all of the parties hereto which are delivered by
facsimile as constituting a duly authorized, irrevocable, actual, current
delivery of this Agreement with original ink signatures of each person and
entity; PROVIDED, HOWEVER, that each party hereto that delivers such facsimile
signatures to another party hereto, covenants and agrees that it shall deliver
an executed original of the same to the party so receiving the previous
facsimile signatures within five (5) days after delivery of such facsimile
signatures.
SECTION 2.03. CONTINUED EFFECTIVENESS OF EMPLOYMENT AGREEMENT.
Except as expressly amended hereby, the Employment Agreement shall continue in
full force and effect in accordance with the provisions thereof. As used in the
Employment Agreement, the term "Agreement" shall, unless the context otherwise
specifically requires, mean the Employment Agreement as amended by this First
Amendment.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
First Amendment.
SYNERGY 2000, INC.,
By: /S/ XXXXXXXX X. XXXXX
Xxxxxxxx X. Xxxxx, Executive Vice President
/S/ XXX XXXXXX, XX.
XXX XXXXXX, XX.
