EXHIBIT 10.72
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, among Workflow Management,
Inc. ("WMI"), ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("iGetSmart"), and ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, ▇▇.
(the "Employee"), is effective as of May 1, 2001 (the "Amendment").
Background Statement
iGetSmart and the Employee are parties to that certain Employment
Agreement, dated March 20, 2000 (the "Employment Agreement"). WMI also desires
to employ Employee and to have the benefit of his skills and services, and
Employee desires to be employed with WMI as well as iGetSmart, on the terms and
conditions set forth herein. Accordingly, iGetSmart, WMI and the Employee
desire to amend the Employment Agreement subject to the terms and conditions set
forth herein.
NOW, THEREFORE, it is agreed:
1. Section 1 of the Employment Agreement is deleted in its entirety and
replaced with the following:
1. Employment; Term. iGetSmart and WMI hereby employ Employee to
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perform the duties described herein, and Employee hereby accepts employment
with iGetSmart and WMI, for a term beginning on the date hereof and
continuing for a period of four (4) years (the "Initial Term"). The
Initial Term shall be renewed for additional periods of one (1) year each
(the "Renewal Periods" and together with the Initial Term, the "Term")
unless iGetSmart or WMI provides written notice to Employee, or Employee
provides written notice to iGetSmart or WMI, in either case no less than
ninety (90) days prior to the expiration of the Initial Term or of a
Renewal Period, whichever is applicable, that such renewal will not be
made.
2. Section 2 of the Employment Agreement is deleted in its entirety and
replaced with the following:
2. Position and Duties. iGetSmart and WMI hereby employ Employee as
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President and Chief Executive Officer of iGetSmart and President of the
Workflow Solutions Division of WMI. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected
of a President and Chief Executive Officer of iGetSmart and of a President
of Workflow Solutions Division and assigned to Employee by the Board of
Directors of the Company (the "Board"). Employee will report directly to
the Chairman and Chief Executive Officer of WMI. All references hereinafter
to the "Company"
shall be deemed to include iGetSmart and WMI. Employee hereby accepts this
employment upon the terms and conditions herein contained and agrees to
devote substantially all of his professional time, attention, and efforts
to promote and further the business of the Company. Employee shall
faithfully adhere to, execute, and fulfill all policies established by the
Company.
3. Section 3(a) of the Employment Agreement is deleted in its entirety and
replaced with the following:
(a) Base Salary. The base salary payable to Employee shall be $344,500 per
year, payable on a regular basis in accordance with the Company's standard
payroll procedures, but not less often than monthly. On at least an annual
basis, the Board of Compensation Committee will review Employee's
performance and may make any increases to such base salary if, in its sole
discretion, any such increase is warranted.
4. The Company's address under Section 15 (Notice.) is deleted in its entirety
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and replaced with the following:
Workflow Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Vice President of Legal Affairs
5. Exhibit A of the Employment Agreement is deleted in its entirety and
replaced with the following:
INCENTIVE BONUS PLAN
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Under WMI's Incentive Bonus Plan, Employee will be eligible to earn up to
100% of Employee's base salary in bonus compensation, payable out of a
bonus pool determined by the Board of WMI or a compensation committee
thereof, depending upon the achievement of specified criteria and payable
in the form of cash, stock options, or other non-cash awards, in such
proportions, and in such forms, as are determined by the Board of WMI or a
compensation committee thereof. Seventy-five percent (75%) of Employee's
bonus will be based on WMI's performance, measured against target
performance levels established by the Board of WMI or such compensation
committee, and twenty-five percent (25%) of Employee's bonus will be based
on Employee's individual performance. In addition to the foregoing in order
to reward extraordinary performance and exceptional results of WMI, the
Board of WMI or a compensation committee thereof may declare and pay bonus
compensation to Employee in excess of 100% of Employee's base salary which
may be payable in the form of cash, stock
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options, or other cash awards, in such proportions, and in such forms, as
are determined by the Board of WMI or a compensation committee thereof.
6. WMI shall be deemed to be a party under the Employment Agreement pursuant
to the terms of this Amendment.
7. All other provisions of the Employment Agreement shall continue in full
force and effect without further modification.
The undersigned have executed this Amendment as of the effective date set
forth above.
WORKFLOW MANAGEMENT, INC.
_______________________________________
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, ▇▇., Chairman and
Chief Executive Officer
▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
_______________________________________
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, ▇▇., Chairman
Employee:
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________________________________________
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, ▇▇.
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