Exhibit 99(c)(17)
AMENDMENT NUMBER 3
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of the 19th day of January, 1999 by and between
Audits & Surveys Worldwide, Inc., a Delaware corporation (the "Company"), and
Xxxx Xxxxxxx, an individual residing at [2602 Woodsview Drive, Bensalem, PA
19020] (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement, dated as of March 24, 1995, as amended March 25, 1997 and June 30,
1997 (collectively referred to as the "Agreement"); and
WHEREAS, United Information Group Limited, an English limited company,
United Information Acquisition Corp., a Delaware corporation ("United
Acquisition") and the Company have entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of January 19, 1999, whereby United
Acquisition shall, pursuant to a cash tender offer (the "Offer") by United
Acquisition for all of the outstanding shares of common stock, par value of
$.01, of the Company, acquire (the "Acquisition") the Company upon such terms
and conditions as are set forth therein.
WHEREAS, in connection with and as a result of the Acquisition the Company
and the Employee wish to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the Acquisition and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the Company and the Employee hereby agree as follows:
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to those terms in the Agreement.
1. AMENDMENT TO PARAGRAPH 3. Paragraph 3 of the Agreement shall be modified
such that the duties of the Employee, on or after the date of this Amendment and
for the balance of the Employment Term shall be as follows: The Employee shall
serve as a senior marketing executive of the Company subject to the authority
and direct supervision of the Board of Directors of the Company and the Chief
Executive Officer of the Company and shall perform such duties for the Company,
the Company's affiliates, subsidiaries, divisions and operating units as may be
assigned to him from time to time by the Chief Executive Officer of the Company
and as are consistent with the usual duties of an employee of his status. The
Employee shall not be required to perform services at a location more than
twenty-five (25) miles from his home; provided, however, that the Employee may
be required to travel (including travel to the Company's principal office in New
York County) consistent with his past practice.
2. AMENDMENT TO PARAGRAPH 7. A new subparagraph 7(c) shall be added to read
as follows: During the Employment Term, the Company shall in no way reduce the
benefits or vacation (in quality, type, quantity, duration or otherwise)
provided on the date hereof to the Employee.
3. AMENDMENT TO PARAGRAPH 11. Paragraph 11(b) shall be modified such that all
references to "the Company" shall be replaced by "the Company, its subsidiaries
or affiliates".
4. WAIVER OF TERMINATION RIGHTS. The Employee hereby waives and agrees not to
exercise in connection with the Acquisition and the other transactions
contemplated by the Merger Agreement any of the Employee's termination rights
under the Letter Agreement, dated October 1, 1997, between the Company and the
Employee.
5. EFFECTIVENESS. This Amendment shall become effective upon consummation of
the acquisition by United Acquisition of in excess of 50% of the outstanding
Common Stock of the Company pursuant to the Offer.
6. INTEGRATION. Except as set forth in Sections 1 through 5 above, the terms
and conditions set forth in the Agreement shall remain in full force and effect
and shall be incorporated herein by this reference.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ H. Xxxxxx Xxxxxxx, Xx.
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Name: H. Xxxxxx Xxxxxxx, Xx.
Title: President
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
