SECOND AMENDMENT TO RETENTION AGREEMENT
EXHIBIT
10.65
SECOND
AMENDMENT TO
THIS
SECOND AMENDMENT to that certain Retention Agreement by and between XXXXXX
XXXXXXXX, an individual (hereinafter referred to as “Xxxxxxxx”) and CONSUMER
PROGRAMS INCORPORATED, a Missouri corporation (on behalf of itself and its
affiliates hereinafter referred to, alternatively and collectively, as “CPI”)
dated as of January 12, 2006 and amended as of August 23, 2006 (hereinafter
the
Agreement and the First Amendment referred to as the “Retention Agreement”) is
entered into as of the 26th day of October, 2006.
WHEREAS,
the parties desire to extend Xxxxxxxx’x employment under the Retention
Agreement;
NOW,
THEREFORE, in consideration of the covenants set forth herein, the parties
hereby agree to amend the
Retention Agreement as follows:
1. Section
1
of the Retention Agreement shall be amended in its entirely to read as
follows:
Retirement.
Xxxxxxxx shall retire from employment with CPI on the later of (a) February
3,
2007 or (b) such date as the parties mutually agree (the “Retirement Date”).
2.
Subsections 3(a) and 3(b) of the Retention Agreement shall be amended in their
entirety to read as follows:
| (a) |
base
salary (i) from May 1, 2006 through October 8, 2006 and from October
29,
2006 through the Retirement Date, based on the annual rate of One
Hundred
Two Thousand Dollars ($102,500.00) and (ii) from October 9, 2006
through
October 28, 2006, based on the annual rate of Two Hundred Five Thousand
Dollars ($205,000.00);
|
| (b) |
a
bonus for the (i) first quarter of fiscal year in the amount of Eight
Thousand Seventy-one Dollars ($8,071.00), which is Xxxxxxxx’x guaranteed
bonus amount and (ii) for the period from October 9, 2006 through
the
Retirement Date based on CPI performance for the fourth quarter of
fiscal
year 2006;
|
3. Section
4
of the Retention Agreement shall be deleted in its entirety and replaced by
the
following:
4.
Benefits
and Responsibilities.
(a)
From
May 1, 2006 through the Retirement Date, Xxxxxxxx will not be required to
supervise any CPI employees and will not accrue any paid vacation.
(b)
Xxxxxxxx shall provide (i) an average of twenty (20) hours of service to CPI
each week from August 31, 2006 through October 8, 2006; (ii) an average of
forty
(40) hours of service to CPI each week from October 9, 2006 through October
28,
2006; and (iii) such hours as Xxxxxxxx deems necessary to carry out his duties
from October 29, 2006 through the Retirement Date.
(c)
From
October 29, 2006 through the Retirement Date, Xxxxxxxx shall (i) be authorized
to work from his homes in St. Louis, Missouri, and Sarasota, Florida; (ii)
shall
have continued access to CPI computer equipment and networks; and (iii) shall
receive reimbursement for Internet access at his homes so that he may carry
out
the duties of his position with CPI.
(d)
From
October 29, 2006 through the Retirement Date, CPI will arrange and/or reimburse
Xxxxxxxx for air travel, from Sarasota, Florida to St. Louis, Missouri, at
reasonable intervals as Xxxxxxxx deems necessary to carry out the duties of
his
position with CPI.
4. Unless
otherwise defined herein, all capitalized terms shall have the definition
ascribed to them in the Retention Agreement.
5. The
Retention Agreement is hereby ratified and affirmed as amended by this Second
Amendment.
IN
WITNESS WHEREOF, the parties have executed this Second Amendment to the
Retention Agreement as of the date first written above.
CONSUMER
PROGRAMS INCORPORATED,
a
Missouri corporation, on behalf of itself and its affiliates
By:
/s/
Xxxxxx Xxxxxxx
___________________________________
Xxxxxx
Xxxxxxx
Chief
Executive Officer
/s/
Xxxxxx Xxxxxxxx
____________________________________
Xxxxxx
Xxxxxxxx
