THIRD AMENDMENT OF EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT OF EMPLOYMENT AGREEMENT is entered into this 7th day
of February, 2002, by and between XxxxxxxxxxXxxxxxxxxxxx.xxx, Inc., (formerly
Casino Resource Corporation) (the "Company") and Xxxx X. Xxxxxx ("Executive").
WHEREAS, the Company and Executive are parties to an Employment Agreement
dated May 20, 1996, as amended on April 3, 1998 and April 28, 1999
(collectively, the "Existing Agreement");
WHEREAS, the Executive was indebted to the Company in the approximate
amount of $500,000 ("Loan") and on January 12, 1999, the Company agreed to
forgive the Loan, including interest, in three installments over a three-year
period, contingent upon Executive honoring his three-year employment contract
with the Company;
WHEREAS, the Company forgave the first of the three installments on January
1, 2000;
WHEREAS, the Executive and the Company have agreed to delay the forgiveness
of the second and third installments of the Loan and desire to amend the
Existing Agreement to reflect such agreement; and
WHEREAS, the Executive and the Company desires to clarify the methodology
to determine the three-year term of the Existing Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
1. Paragraph IV of the Existing Agreement is hereby amended to add the
following new paragraph:
E. Loan Forgiveness. The Company agrees to forgive the Loan, including any
interest accrued thereon, in one payment of $165,305.64 and two payments of
$177,647.18 including interest accrued thereon, contingent on Executive
honoring the Existing Agreement. The first two installments were forgiven
on January 1, 2000 and January 1, 2002 and the third installment will be
forgiven on January 1, 2003. Notwithstanding anything herein to the
contrary, in addition to any other rights of the Executive granted herein,
if the Executive's employment is terminated by the Company for any reason
(whether with or without cause) or by reason of the Executive's death
during the Employment Period, then the Company shall immediately forgive
the full amount of the Loan (and any interest accrued thereon), and the
Executive, or in the case of the Executive's death, his estate or legal
representative, shall have no further obligation to the Company with
respect to the Loan or any interest accrued thereon.
2. The Company and Executive hereby confirm that the term of the Existing
Agreement is a rolling three years commencing on October 1 with one year's
notice required to terminate the otherwise automatic extension of the term. To
be clear, if notice to terminate had been given on or after October 1, 2000 but
before September 30, 2001 (a Notice Termination Date), the term of the Existing
Agreement would end on September 30, 2004.
3. Except as modified by this Amendment, the Existing Agreement shall
remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment the day and year first above written.
ATTEST: XXXXXXXXXXXXXXXXXXXXXX.XXX, INC.
(formerly Casino Resource Corporation)
s/Xxxxxx Xxxxxxx s/Xxxxxx Xxxxx
-------------------------------- ---------------------------------------
Xxxxxx Xxxxxxx, Secretary Vice President
s/Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx
X. Xxxxxx Note Receivable
AMORTIZATION SCHEDULE - Normal Amortization
Date Payment Interest Principal Balance
-----------------------------------------------------------------------------------------
Nominal Annual Rate: 5.350%
Loan 9/30/98 449,461.00
1998 Totals 0.00 0.00 0.00
1 1/1/00 165,305.64 31,084.55 134,221.09 315,239.91
2000 Totals 165,305.64 31,084.55 134,221.09
2 1/1/01 0.00 17,285.09 0.00 332,525.00
2001 Totals 0.00 17,285.09 0.00
Nominal Annual Rate: 4.440%
Balance 1/1/01 332,525.00
2001 Totals 0.00 0.00 0.00
1 1/1/02 177,647.18 15,068.30 162,578.88 169,946.12
2002 Totals 177,647.18 15,068.30 162,578.88
2 1/1/03 177,647.18 7,701.06 169,946.12 0.00
2003 Totals 177,647.18 7,701.06 169,946.12
Grand Totals 520,600.00 71,139.00 466,746.09
