AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 DATED as of APRIL __, 1997 to EMPLOYMENT AGREEMENT
dated May 28, 1987 (the "Agreement"), by and between TRANSITION ANALYSIS
COMPONENT TECHNOLOGY, INC. (the "Employer"), a Delaware corporation, with
offices located at 00000 Xxxx Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx and XXXXXXX
XXXX, residing at 00000 Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (the
"Employee").
W I T N E S S E T H :
WHEREAS, Employer, a 90%-owned subsidiary of Zing Technologies, Inc.
("Zing"), maintains a data base of certain components for military equipment;
WHEREAS, Employee owns a total of 1,520 shares of Employer's Common Stock,
$.01 par value (the "Employee Shares") which total shall increase to 55,383
following a planned stocksplit of 36.436 shares for each share currently issued
and outstanding ("Stock Split");
WHEREAS, Employer has filed a registration statement on Form SB-1 under the
Securities and Exchange Act of 1933 on January 30, 1997 (the "Registration
Statement") pursuant to which Zing, after the Stock Split, will distribute all
of its holdings of Employer common stock, par value $.01, to the stockholders of
Zing, and Employer will as of the date of such Distribution (the "Distribution
Date") become a stand alone, publicly held corporation;
WHEREAS, Employer desires that Employee agree to enter into a lock-up
agreement with Employer preventing Employee from selling all or any portion of
the Employee Shares for a period of one year following the Distribution Date
and, after the expiration of such one year period, from selling an amount of
shares in excess of 25% of the Employee Shares for a period of two years
following the Distribution Date; and
WHEREAS, Employer and Employee desire that the term of the Agreement be
extended until April 30, 1999;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations hereinafter set forth, the parties hereto agree as follows:
1. The following provision shall be added in its entirety to the
Employment Agreement:
"19. Lock - up. Employee agrees that he shall not sell all or any portion
of the Employee Shares for a period of one year following the Distribution
Date as defined in that certain Registration Statement on Form SB-1 bearing
Registration No. 333- 20709 and, after the expiration of such one year
period, Employee shall not sell an amount in excess of 25% of the Employee
Shares for a period of two years following the Distribution Date."
2. Notwithstanding the provisions of Sections 2 (Employment) and 4
(Term of Employment) of the Agreement, the parties hereby agree to extend
the term of Employee's employment until April 30, 1999.
3. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
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4. This amendment, together with the Agreement, contains the entire
agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements with respect thereto, whether
written or oral, among the parties or any of them with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
agreement as of the day and year first above written.
TRANSITION ANALYSIS
COMPONENT TECHNOLOGY, INC.
ATTEST:
By:
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Secretary Employer
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Xxxxxxx Xxxx, Employee
WITNESS:
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