EXHIBIT 10.7
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment"), dated as of the
28th day of March, 2000 by and between COMFORCE Corporation ("COMFORCE") a
Delaware corporation, and COMFORCE Operating, Inc. ("COI"), a Delaware
corporation that is wholly-owned by COMFORCE (COMFORCE and COI are collectively
referred to as the "Employer"), and Xxxx Xxxxxxx, a resident of the State of
Florida ("Employee").
RECITALS:
A. The parties entered into an Employment Agreement (the "Employment
Agreement") dated as of January 1, 1999 pursuant to which Employer formalized
the terms upon which Employee is employed by Employer.
B. Prior to August 1, 1999, Employer and Employee agreed to revisions to
amend the terms of the Employment Agreement effective as of August 1, 1999 and
since that date have acted in accordance with the provisions that are
memorialized hereunder.
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 4(a) of the Employment Agreement is hereby amended in its
entirety to read as follows:
(a) Base Salary. During the Term of Employment, as Employee's base
compensation for all services to be performed hereunder, Employer shall pay
Employee an annual salary of One Hundred Thousand Dollars ($100,000) (the
"Base Salary"), payable in accordance with the Employer's payroll practices
for its officers. The Base Salary shall be increased from time to time at
the discretion of the Board of Directors or any committee thereof having
authority over Employee's compensation to account for material changes of
circumstances of the Employer or of the responsibilities of Employee, and
may be increased by the Board or such committee from time to time in its
discretion for any other reason whatsoever.
2. The first sentence of Section 4(e) of the Employment Agreement is
amended in its entirety to read as follows:
In addition to Employee's compensation as provided herein, Employer shall
pay incentive compensation for each year (which shall commence on January 1
and end on December 31) during the Term of Employment in an amount equal to
10% of the Employer's consolidated pre-tax operating income in excess of
$2,000,000, but not in excess of $4,000,000, plus 5% of such income in
excess of $4,000,000, but not in excess of $10,000,000, plus 3.5% of such
income in excess of $10,000,000. To the extent incentive compensation is
calculated based on consolidated pre-tax operating income for a partial
year, the thresholds set forth above shall be adjusted by multiplying them
by the number of days of the partial year and dividing that product by 365
and then calculating the incentive compensation based on actual
consolidated pre-tax operating income for the partial year. By way of
example, if incentive compensation were calculated for a short period from
January 1 to June 30 based on consolidated pre-tax operating income for
that period of $6,000,000, the thresholds would be reduced to $991,781
($2,000,000 x 181/365), $1,983,562 ($4,000,000 x 181/365) and $4,958,904
($10,000,000 x 181/365) and the incentive compensation would be equal to
$284,383 (10% x ($1,983,562 - $990,781) + (5% x ($4,958,904 - $1,983,562) +
(3.5% x ($6,000,000 - $4,958,904). Notwithstanding the foregoing, for 1999,
incentive compensation shall not be calculated for a partial year and shall
for that year only, notwithstanding the effective date of this Amendment,
be calculated based on the consolidated pre-tax operating income for the
entire calendar year.
E-3
3. Section 7(d)(i) of the Employment Agreement is hereby amended in its
entirety to read as follows:
(i) The Employer will pay to Employee immediately after such termination of
employment a lump-sum cash payment equal to 300% of the aggregate of (A)
the greater of (1) the sum of (x) his then-current annual base salary (or,
if his base salary has been reduced at any time after the Change of
Control, his base salary in effect prior to the reduction), plus (y) the
highest amount of cash bonus and incentive compensation paid to Employee in
any one (1) year during the three (3) calendar years immediately prior to
the Change of Control or (2) the Original Compensation Amount, as defined
herein, (B) the annual cost to the Employer of any benefits, other than
those provided for by Section 4(d), then provided to Employee, and (C) the
amount contributed by the Employer on behalf of the Employee for the
calendar year ending immediately prior to the termination, without
duplication of amounts accounted for under clauses (A) or (B) of this
subsection, to any pension, deferred compensation, retirement or similar
plan of the Employer. For purposes hereof, the "Original Compensation
Amount" shall mean the sum of (x) Three Hundred Eighty-Five Thousand
Dollars ($385,000) and (y) an amount equal to 5% of the Employer's highest
consolidated pre-tax operating income during the three (3) calendar years
immediately prior to the Change of Control to the extent it is in excess of
$2,500,000, but not in excess of $3,000,000, plus 3.5% of such consolidated
pre-tax operating income to the extent it is in excess of $3,000,000.
4. All other provisions of the Employment Agreement shall remain in full
force and effect.
E-4
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day
and year first above mentioned.
COMFORCE CORPORATION
By:_______________________________
Its:
COMFORCE OPERATING, INC.
By:_______________________________
Its:
EMPLOYEE
__________________________________
Xxxx Xxxxxxx
E-5
