EXHIBIT 10.11
SECOND AMENDMENT TO CONSULTING AGREEMENT
Second Amendment to Consulting Agreement is dated as of this 3rd day of
June 1998, between JD AMERICAN WORKWEAR, INC., a Delaware corporation, whose
address is 00 Xxx Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxx 00000 (hereinafter
the "Company") and MISSION BAY CONSULTING, INC. a Rhode Island corporation
(hereinafter "Consultant") whose address is 000 Xxxx Xxxx Xxxx, Xxxxxxx,
Xxxxx Xxxxxx, 00000.
WITNESSESTH:
WHEREAS, on April 2, 1997, the Company and Consultant entered into a
certain Consulting Agreement (the "Original Agreement"); and
WHEREAS, on September 18, 1997, the Company and Consultant entered
into an amendment to the Original Agreement pursuant to which the parties
amended and modified the terms of the Original Agreement (the "First
Amendment"); and
WHEREAS, Company has proposed an amendment to the First Amendment in
order to extend the term, modify the compensation terms, and expand the
scope of the Consultant's services thereunder; and the parties have agreed
that the Original Agreement as amended by the First Amendment shall be
modified in accordance with the terms hereof; and
WHEREAS, pursuant to Section 2.1 of the Original Agreement, the
Company issued to Consultant a nonqualified stock option (the "Option")
under the Company's 1995 Stock Option Plan (the "1995 Plan") to purchase an
aggregate of 200,000 shares of the Company's Common Stock, such Option
having been modified by the parties written amendment (the "Amended
Option"); and
WHEREAS, pursuant to the terms and conditions of this Second
Amendment, the parties will enter into a second option agreement ("Second
Option").
NOW, THEREFORE, in consideration of the mutual promises contained
below, and for other good and valuable consideration, the receipt and
sufficiency of which both parties acknowledge, the parties agree as follows:
1. The Consultant shall grant to the Consultant options to purchase
300,000 shares of common stock of JD American Workwear, Inc., par value
$.002 (the "Common Stock") in accordance with the respective exercise prices
and expiration dates set forth as follows:
No. of Shares Exercise Price Expiration Date
------------- -------------- ---------------
50,000 $3.25 270 days from the date hereof
50,000 $3.75 360 days from the date hereof
50,000 $4.25 450 days from the date hereof
50,000 $4.75 540 days from the date hereof
50,000 $5.25 630 days from the date hereof
50,000 $5.75 720 days from the date hereof
2. Section 1.1 of the Original Agreement shall be amended to expand
the scope of the services the Consultant shall provide to the Company,
including, but not limited to the following:
(i) managing an upgrade of the Company's current computer
systems, including assessing the current system, researching alternative
system options, presenting a recommendation to management and managing the
implementation of an upgraded network system;
(ii) managing an upgrade of the Company's current
telecommunication systems, including assessing the current system,
researching alternative system options, presenting a recommendation to
management and managing the implementation of an upgraded telecommunications
system;
(iii) overseeing the development of a Company website,
including selecting and working with a web site provider to meet the
Company's design and functional needs;
(iv) assisting management in the implementation of certain
catalog marketing initiatives;
(v) serving as liason to ULLICO member unions for investor
relations purposes; and
(vi) serving as liason to the Company's human resource
consultant for purposes of addressing the Company's staffing and
operational needs, including overseeing recruiting initiatives for executive
sales and marketing employees.
3. Section 3.1 of the Original Agreement shall be amended such that
the Consultant shall continue providing services to the Company pursuant to
the Original Agreement until the earlier of (i) March 30, 2001; or (ii) such
time as this Agreement is earlier terminated pursuant to the provisions of
Section 3.2 of the Original Agreement.
4. As additional compensation for the performance of the services
pursuant to the Original Agreement, as amended by this Second Amendment, the
Company shall grant to the Consultant 50,000 shares of Common Stock under
the Plan.
5. All other terms of the Original Agreement and First Amendment not
amended by the terms hereof shall remain in full force and effect.
6. This Second Amendment to the Original Agreement shall be effective
as of the date first written above.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
effective date shown above.
JD AMERICAN WORKWEAR, INC.
By: s/Xxxxx X. XxXxxxx
--------------------------------
Xxxxx X. XxXxxxx, President
MISSION BAY CONSULTING, INC.
By: s/Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, President
