EXHIBIT 10.70
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Xxxxxxxxx.xxx / Xxxxx Xxxxxxxxxxxx
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is entered into as of July
24, 2002, by and between Xxxxx Xxxxxxxxxxxx ("Employee") and Xxxxxxxxx.xxx, Inc.
a Delaware business corporation ("Crosswalk"). This Amendment supercedes and
replaces Paragraphs 4, 5 and 8 of the Employment Agreement by and between
Employee and Crosswalk, dated January 10, 2001 ("Agreement"), and all other
prior representations, either written or oral, between the parties regarding
compensation and/or benefits owed to or that may accrue to Employee upon or
subsequent to the termination of his employment with Crosswalk.
WHEREAS, Crosswalk has entered an Asset Purchase Agreement with OnePlace,LLC., a
wholly owned subsidiary of Salem Communications Corporations ("OnePlace Asset
Purchase"), whereby it is anticipated that Employee's term of employment with
Crosswalk shall end upon Closing, scheduled to occur on or about September 3,
2002; and
WHEREAS, to reduce for the benefit of shareholders, Crosswalk expenses remaining
after closing with OnePlace, Employee is engaging in active negotiations with
and procuring agreements from various trade creditors and vendors of Crosswalk
to reduce or restructure as many remaining debts, expenses, and obligations of
Crosswalk as possible ("Restructuring Efforts");
In consideration of the foregoing, Crosswalk and Employee hereby agree as
follows:
1. Crosswalk shall pay Employee, as full and complete severance [in lieu of
any unpaid or unvested benefits under Paragraphs 4, 5 and 8 of the
Agreement, and in lieu of all other payments that may have been owed
Employee arising out of the Agreement or any other agreement or
understanding related to employment with Crosswalk], an amount equal to
forty percent (40%) of all net savings to Crosswalk achieved through the
Restructuring Efforts successfully concluded by the date of the
shareholders' special meeting to vote on the OnePlace Asset Purchase, and
as documented through binding written agreements. Such amount shall
hereinafter be referred to as "Incentive Severance Compensation."
2. Employee shall promptly submit to the Chairman of Crosswalk all final
agreements from the Restructuring Efforts together with a brief narrative
and calculations explaining the net savings to Crosswalk. Within fifteen
[15] days, the Chairman shall verify and confirm in writing the total
savings and instruct Crosswalk's payroll processor to pro rate over the six
[6] months following Employee's final date of employment, an amount of
severance equal to the Incentive Severance Compensation
3. Paragraphs 10 [Conciliation] and 11 [Governing Law] of the Employment
Agreement are incorporated in this Amendment by this reference as if fully
set forth herein.
4. In exchange for Crosswalk's agreement to pay the Incentive Severance
Compensation, Employee agrees to specifically waive and release any rights
or claims that he may have to:
4.1 any severance payments, including but not limited to continuation of
current base salary after the Final Date of Employment, accrued vacation,
other leave, healthcare coverage, and any other benefits, that Crosswalk
has previously agreed to provide Employee in the Agreement, or in any other
agreement between Employee and Crosswalk, whether written or oral; and
4.2 any incentive-based income pursuant to any agreement between Crosswalk and
Employee, whether written or oral, including but not limited to the Asset
Purchase Agreement between DIDAX INC. and Institute for American Values
Investing, LLC, dated August 3, 1998, and the Employment Agreement between
Employee and DIDAX INC., dated August 3, 1998. IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the date first
written above.
XXXXX XXXXXXXXXXXX XXXXXXXXX.XXX, INC.
/s/ Xxxxx Xxxxxxxxxxxx /s/ Xxxxx X. Buick
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Xxxxx Xxxxxxxxxxxx Xxxxx X. Buick
("Employee") Chairman of the Board
