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EXHIBIT 10.48
AMENDMENT
THIS AMENDMENT (this "Amendment"), dated as of September 3, 1996, to the
Employment Agreement, dated as of July 1, 1995 (as amended, supplemented and
otherwise modified from time to time, the "Agreement"; capitalized terms used
but not defined herein shall have the respective meanings specified in the
Agreement), between Cityscape Corp. (the "Company") and Xxxx X. Xxxxxxxxx (the
"Employee").
WHEREAS, the Company and the Employee agree to amend the Agreement, on the
terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual premises and mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. AMENDMENT. Subject to the satisfaction of the condition to
effectiveness specified in Section 4 hereof, Item 5 of the Schedule to the
Agreement shall be amended by the deletion of the text in its entirety and
substituting the following therefor:
"Bonus: The Employee will share in a bonus pool (the "Bonus Pool") of
5% of all pre-tax profits of US Operations (as defined below)
for 1996, 1997 and 1998 (the "Bonus"). "US Operations"
consists of the consolidated financial reports of Cityscape
Financial Corp. and each of its subsidiaries incorporated in
any state of the United States.
In order for any Bonus to be awarded, such pre-tax profits for
1996 must meet a $16.9 million threshold, such pre-tax profits
for 1997 must meet the 1996 pre-tax profits plus the
percentage increase, if any, in the Consumer Price Index
("CPI") (as defined in Section 4(c) of the Agreement), and
such pre-tax profits for 1998 must meet the 1997 pre-tax
profits plus the percentage increase, if any, in the CPI. Any
distributions from the Bonus Pool will be made within 90 days
after the completion of the audit by the independent auditors
of Cityscape Financial Corp. and its subsidiaries for the
applicable year. Notwithstanding the foregoing, any
extraordinary profit item earned in any of 1996, 1997 or 1998,
as determined by the Company, will be deemed to be earned over
three years, one-third in the year in which the extraordinary
profit occurs and one-third in each of the two successive
years.
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The Bonus is payable annually in cash up to 200% of Employee's
salary for the prior year; any excess (the "Excess"), if any,
will be deferred and paid over three years with interest at
the Citibank N.A. prime rate plus one percent per annum at
one-third each year, payable each successive January
thereafter.
The Bonus Pool will be divided on the basis of the percentage
of Employee's prior year salary to total prior year salaries
of the Participants (as defined below) in the Bonus Pool. The
"Participants" are Xxxxxx X. Stata, Xxxxxx X. Xxxx, Xxxxxx X.
Xxxxx, Xxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx and Xxx X.
Xxxxxxx. If any Participant's employment is terminated for any
reason, the Company may designate a new participant or
participants (each a "New Participant"). Any New Participant
will thereafter share in the Bonus Pool, provided, however,
that for purposes of dividing the Bonus Pool, the aggregate
amount of salaries of any New Participants shall not be deemed
to exceed the aggregate amount of salaries of any such
terminated Participants. If the Company designates a New
Participant within 120 days of the termination of a
Participant's employment, such designation will be deemed to
occur upon the termination of the Participant's employment.
If, after 120 days of the termination of a Participant's
employment, the Company has not designated a New Participant,
any designation of a New Participant will be deemed to occur
on the date on which the designation is made. For any period
in which the Company has not been deemed to have designated a
New Participant, the Pool will be shared by the remaining
Participants on the basis of percentage of Employee's prior
year salary to total prior year salaries of the Participants
then employed after deduction for the pro rata payment to any
such terminated Participant as set forth in the following
paragraph.
If employment terminates for any reason during the term of the
program, the Employee forfeits any further interest in the
Bonus from the date of termination, provided, however, the
Employee will not forfeit the pro rata share for the portion
of the year prior to termination of employment or the Excess,
if any. Notwithstanding the foregoing, the Company may extend
such Participant's interest in the Bonus Pool beyond the date
of termination of such Participant's employment."
2. COUNTERPARTS. This Amendment may be executed by the parties hereto in
any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
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3. CONTINUING EFFECT OF THE AGREEMENT. Except for the consents and
modifications expressly set forth herein, the Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms.
4. EFFECTIVENESS. This Amendment shall become effective upon the
execution hereof by the Company and Employee.
5. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their proper and duly authorized officers as of the date first
above written.
CITYSCAPE CORP.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President
XXXX X. XXXXXXXXX
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
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