EXHIBIT 10.2(a)
EMPLOYMENT AMENDMENT AMENDMENT
This Employment Amendment Amendment ("Amendment"), made effective September 30,
2001, shall serve to amend the original Employment Agreement and attached
Schedules (hereinafter collectively referred to as "Employment Amendment")
executed on or about November 22, 2000 by and between Emplifi , Inc., with
offices located at ____________ (hereinafter referred to as "Company") and iGate
Capital Corporation, with offices located at Xxxxxx Plaza 10, 000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000 (herein after referred to as "Parent") and Xx.
Xxxxxx X. Xxxxxxxx (herein after referred to as "Employee").
WITNESSETH
WHEREAS, Schedule "A" and "A-1" to the Employment Agreement set forth the
Compensation payable to the Employee in accordance with paragraph 3 of the
Employment Agreement.
WHEREAS, Schedule "C" to the Employment Agreement provided for certain
Separation Payments to Employee in the event of a Without Cause
Termination/Resignation in accordance with paragraph 8 (b) of the Employment
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
Amendments herein contained, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:
1) Schedules "A" and "A-1" of the Employment Agreement are hereby voided.
2) Schedule "C" of the Employment Agreement is hereby voided.
3) The attached new Schedule "A" shall supercede the voided Schedules "A" and
"A-1".
4) The attached new Schedule "C" shall supercede the voided Schedule "C".
5) All other sections of the Employment Agreement shall remain in effect,
except as noted above.
6) EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AMENDMENT IN ITS ENTIRETY.
EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONFER WITH ANYONE
OF HIS CHOICE, INCLUDING LEGAL COUNSEL, CONCERNING THIS AMENDMENT. BY
SIGNING BELOW,
Page 1
EMPLOYEE ACKNOWLEDGES THAT HE IS ENTERING INTO THIS AMENDMENT VOLUNTARILY
AND INTENDS TO BE BOUND BY IT.
IN WITNESS WHEREOF, the authorized representatives of Company and Parent have
acknowledged and executed this Amendment, and the Employee has hereby caused
this Amendment to be executed all as of the day and year first above written.
ATTEST:
________________________ _______________________________________
Employee: Xx. Xxxxxx X. Xxxxxxxx
ATTEST: Emplifi Inc.
________________________ By:____________________________________
Title:_________________________________
ATTEST: iGate Capital Corporation
________________________ By:____________________________________
Title:_________________________________
Page 2
Schedule A
1. Position: Chief Executive Officer; Executive shall report in such capacity to
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Company's Board of Directors.
2. Base Salary: $150,000 for 2002. Thereafter, Executive's base salary shall be
-----------
determined in good faith by the Company's Board of Directors.
3. Bonus: Commencing in 2002, Executive shall be entitled to an annual bonus of
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$350,000 based on achieving 100% of the agreed upon goals. Said bonus shall be
payable in quarterly installments. The bonus shall be proportionately prorated
based on the percentage achievement of the agreed upon goals. The parties will
agree prior to January 15, 2002 to the specific formula to be followed to
determine Executive's entitlement to the bonus. The parties agree in principle
however that fifty percent (50%) of the bonus will be based upon the Company
meeting certain revenue targets. The remaining 50% shall be based upon meeting
certain profit and cash flow targets. Executive's bonuses for years prior to
2002 shall be determined by the Schedule "A" in effect prior to this amendment
to this Agreement as of September 30, 2001.
3. Benefits: Executive is eligible for standard company benefits in the same
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manner as other executives of the Company.
4. Stock Options: Executive shall receive 120,000 non-qualified stock options
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pursuant to the iGate Capital Corporation Second Amended and Restated 1996 Stock
Incentive Plan and the Executive's Stock Option Agreement. The grant date for
these options shall be October 3, 2001 at an exercise price of $1.93. These
options will vest in equal quarterly installments over a three year period
commencing on January 1, 2005.
BY: _________________________ BY: ____________________________
Company / Date Executive / Date
SCHEDULE C
RETENTION AND/OR SEPARATION PAYMENTS IF EXECUTIVE REMAINS
EMPLOYED THRU OCTOBER 1, 2004 ("Retention Completion Event") OR IS
TERMINATED WITHOUT CAUSE OR RESIGNS, DIES OR BECOMES DISABLED
("Separation Event")
Subject to the "Notes" section below, Table I attached hereto as Exhibit "A", is
a schedule which details payments that will be paid to Executive while employed
("Retention Payments") and after a Termination Without Cause/Resignation, Death
or Disability event (as set forth in Section 8 (b) of his Employment Agreement)
("Separation Payments") based on the date that the Separation Event occurs or
the Retention Completion Event is achieved. It is understood that if Executive
remains employed by the Company until the Retention Completion Event, the
payments to Executive shall be as set forth in the last column of Table I,
without regard to the reason for Executive's termination after the Retention
Completion Event. If however there is a Separation Event prior to the Retention
Completion Event, the payments to Executive shall be as set forth in the
appropriate column of Table I based on the Separation Event Date.
Notes:
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1) Executive may, upon Termination Without Cause/Resignation, Death or
Disability, elect to accelerate the payments that are due and owing to
him and instead be paid in one lump sum payment. Said lump sum payment
shall be due and owing within 30 days of Company receiving written
notice from Executive, or his estate in the event of Executive's
death, that he has chosen to make the election. The amount of the lump
sum payment shall be based on the date the Termination Without
Cause/Resignation, Death or Disability took place, as detailed in
Table II below, and these payments shall be reduced by any and all
Retention or Separation Payments that have previously been made to
Executive pursuant to Table I. In the event of the death of the
Executive, the parties agree that his estate must take a lump sum
payment pursuant to the schedule below.
TABLE II
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Schedule of Lump Sum Payments in the Event of Termination Without
Cause/Resignation, Death or Disability:
Resignation, Termination
Event Date Death or Disability Without Cause
---------------- ------------------- -------------
10/01/01-3/31/02 $1,500,000 $2,000,000
04/01/02-9/30/02 1,750,000 2,330,000
10/01/02-3/31/03 2,000,000 2,660,000
04/01/03-9/30/03 2,166,667 3,000,000
10/01/03-3/31/04 2,333,000 3,330,000
04/01/04-9/30/04 2,500,000 3,660,000
10/01/04-+ 4,000,000 4,000,000
2) If Executive resigns prior to October 1, 2004, and accepts another
position within six months of such resignation, the amount due and
owing to Executive shall be reduced by $500,000, and this $500,000
shall be deducted on a pro rata basis from all remaining payments to
the Executive, and the new balance will be paid over the remaining
scheduled payment periods. If the Executive elects to take a lump sum
payment, Executive agrees that said lump sum payment shall be reduced
by $500,000, in addition to the reduction for all payments that have
previously been made to Executive. The $500,000 that is withheld from
the lump sum payment shall be placed in an interest bearing escrow
account and shall be released and paid to Executive, including the
interest accrued, six (6) months following the date of his resignation
if he has not accepted another position. If Executive accepts another
position such $500,000, including the interest accrued, shall revert
to Company.
3) Executive agrees that his right to receive the payments set forth in
this Schedule "C" shall not be transferable in any way by Executive,
including but not limited to sale of said right to such payments, to
an entity or agency which purchases such deferred payment
entitlements. This provision shall not however in any way prevent the
assignment of Executive's payments to his estate in the event of
Executive's death.
BY: _________________________ BY: ____________________________
Company / Date Executive / Date
RETENTION, RESIGNATION / TERMINATION, DEATH OR DISABILITY PAYMENT SCHEDULES
Table #1 * Applicable payment schedule is based upon actual event date
Separation Event Separation Event Separation Event Separation Event Retention
Payment Date Date Date Date Completion Event
Date (10/01/01 thru 3/31/03) (4/01/03 thru 9/30/03) (10/01/03 thru 3/31/04) (4/01/04 thru 9/30/04) Date 10/1/2004
Payment Amount Payment Amount Payment Amount Payment Amount Payment Amount
----------------------- ---------------------- ----------------------- ---------------------- ----------------
12/31/2001 $ 81,000 $ 81,000 $ 81,000 $ 81,000 $ 81,000
3/31/2002 81,000 81,000 81,000 81,000 81,000
6/30/2002 81,000 81,000 81,000 81,000 81,000
9/30/2002 81,000 81,000 81,000 81,000 81,000
12/31/2002 81,000 81,000 81,000 81,000 81,000
3/31/2003 81,000 81,000 81,000 81,000 81,000
6/31/2003 81,000 108,000 108,000 108,000 108,000
9/30/2003 81,000 108,000 108,000 108,000 108,000
12/31/2003 81,000 108,000 154,000 154,000 154,000
3/31/2004 81,000 108,000 154,000 154,000 154,000
6/31/2004 81,000 108,000 154,000 280,000 280,000
9/30/2004 81,000 108,000 154,000 280,000 280,000
12/31/2004 81,000 108,000 154,000 280,000 316,000
3/31/2005 81,000 108,000 154,000 280,000 316,000
6/31/2005 81,000 108,000 154,000 280,000 316,000
9/30/2005 81,000 108,000 154,000 280,000 316,000
12/31/2005 81,000 108,000 154,000 280,000 316,000
3/31/2006 81,000 108,000 154,000 280,000 316,000
6/31/2006 81,000 108,000 154,000 280,000 316,000
9/30/2006 81,000 108,000 154,000 280,000 218,000
12/31/2006 81,000 108,000 154,000 190,000
3/31/2007 81,000 108,000 154,000
6/31/2007 81,000 108,000 154,000
9/30/2007 81,000 108,000 154,000
12/31/2007 81,000 108,000 154,000
3/31/2008 81,000 108,000 154,000
6/31/2008 81,000 108,000 154,000
9/30/2008 81,000 108,000 154,000
12/31/2008 81,000 108,000 154,000
3/31/2009 81,000 108,000 64,000
6/31/2009 81,000 108,000
9/30/2009 81,000 108,000
12/31/2009 81,000 108,000
3/31/2010 81,000 108,000
6/31/2010 81,000 108,000
9/30/2010 81,000 108,000
12/31/2010 81,000 108,000
3/31/2011 81,000 108,000
6/31/2011 81,000 58,000
9/30/2011 81,000
12/31/2011 81,000
3/31/2012 81,000
6/31/2012 81,000
9/30/2012 81,000
12/31/2012 81,000
3/31/2013 81,000
6/31/2013 81,000
9/30/2013 81,000
12/31/2013 81,000
3/31/2014 31,000
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Total payout $4,000,000 $4,000,000 $4,000,000 $4,000,000 $4,000,000
