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EXHIBIT 10.2
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made
effective as of January 18, 2001 (the "Effective Date") by and between
RemedyTemp, Inc., a California corporation ("Remedy" or the "Company"), and Xxxx
X. Xxxxx ("Xxxxx"), with reference to the following facts:
A. Remedy and Xxxxx are parties to that certain Employment Agreement
dated May 2, 1999 (the "Employment Agreement").
B. To reflect the Board of Directors' appointment of Xxxxx as Chairman
of the Board of Directors of Remedy and to incorporate other modifications,
Remedy and Xxxxx now mutually desire to effect certain amendments to the
Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and such other good and valuable consideration, the parties hereto agree
as follows:
Except as hereinafter provided, capitalized terms used herein shall
have the meanings ascribed to such terms in the Employment Agreement.
1. AMENDMENTS TO THE EMPLOYMENT AGREEMENT.
The following portions of the Employment Agreement are amended as
follows:
1.1. The entire Section 1 of the Employment Agreement entitled
"EMPLOYMENT SERVICES AND DUTIES" is hereby deleted and the
following is substituted in its place:
"1. EMPLOYMENT SERVICES AND DUTIES
The Company shall employ and retain the services of Xxxxx, on an
at-will basis, as its Chairman of the Board of Directors (the "Board"). Xxxxx'
duties and obligations as Chairman shall be to perform such duties and services
as the Board or the Company's Chief Executive Officer ("CEO") may from time to
time assign, either directly or by delegated authority, including, but not
limited to, implementing the policies and strategies determined by the Board or
CEO. Xxxxx agrees to perform his duties faithfully, to the best of his ability
and in the best interests of the Company, to preserve and protect the
confidential information of the Company, and to perform his duties as requested
by the Board or CEO. As Chairman, Xxxxx shall report directly to the Board."
1.2 The entire Section 2 of the Employment Agreement entitled
"TERM OF EMPLOYMENT" is hereby deleted and the following is
substituted in its place:
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"2. TERM OF EMPLOYMENT
Subject to the terms and conditions of this Agreement, the Company
shall employ Xxxxx, and Xxxxx shall serve as Chairman of the Company, for the
period of time commencing January 18, 2001 and ending on May 1, 2002 (the
"Employment Period")."
1.3 Only the introductory language preceding Section 3(a) of the
Employment Agreement entitled "COMPENSATION TERMS" is hereby
deleted and the following is substituted in its place, with
the remaining provisions of Section 3 not amended and
remaining in effect:
"3. COMPENSATION TERMS
The Company shall compensate Xxxxx for his services rendered as Chairman under
this Agreement as follows:"
1.4 Only the introductory language preceding Section 4(a) and the
language contained in SubSection 4(a), of Section 4 entitled
"TERMINATION AND SEVERANCE PACKAGE," is hereby deleted and the
following is substituted in their place with the remaining
provisions of Section 4 not amended and remaining in effect:
"The Board may terminate Xxxxx' employment with the Company,
with or without cause, at any time upon notice to Xxxxx; provided however, that
for the period of time from January 18, 2001 until April 17, 2001 the Board may
only terminate Xxxxx' employment with the Company "for cause," as defined below.
Xxxxx may terminate his employment with the Company at any time upon notice to
the Board. Upon the termination of Xxxxx' employment by the Company or by Xxxxx,
the Company shall provide Xxxxx with the following severance package, provided
Xxxxx agrees to the following terms:
(a) Xxxxx shall receive $1.8 Million, payable in Remedy's
normal payroll cycles for a period of two (2) years after severance of
employment (the "Salary and Bonus Payments"); for a period of three (3) years
after severance of employment, the Company shall continue to pay Xxxxx' health
benefits and life and disability insurance premiums then in effect at the time
of the severance; the Company shall transfer ownership to Xxxxx of that certain
2000 Mercedes, 1996 Range Rover and the artwork located in Xxxxx' office at the
Company; and the Company shall provide Xxxxx with a lump sum of $30,000 for
perquisites (collectively, the "Severance Payments"). The Company's obligations
to make the Severance Payments shall survive the death of Xxxxx and inure to the
benefit of his heirs. Notwithstanding any provision to the contrary contained
herein, if Xxxxx voluntarily terminates his employment after July 17, 2001, the
Salary and Bonus Payments amount shall be reduced on a pro rata basis calculated
daily commencing on July 18, 2001 and ending on the last day of the Employment
Period, May 1, 2002, for each day that Xxxxx remains employed. Accordingly, the
reduction of the Salary and Bonus Payments during such period shall be $6,250
per day (i.e. $1.8 Million divided by 288 days) for each day that Xxxxx remains
employed. For illustrative purposes only, if Xxxxx resigned on August 31, 2001,
the Salary and Bonus Payments would be $1,518,750, representing $1.8 Million
reduced by $281,250 (the product of 45 days x $6,250). Finally, the total amount
of Severance Payments shall not exceed one dollar less than such amount that
would constitute a
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"parachute payment" as defined in Section 280G under the Internal Revenue Code
of 1986, as amended."
2. TERM.
The Amendment shall commence on the Effective Date and continue in
effect until the expiration or sooner termination of the Employment Agreement.
3. EFFECT ON EMPLOYMENT AGREEMENT.
The Amendment shall supersede and replace any inconsistent provisions
of the Employment Agreement. Except as amended hereby, the Employment Agreement
shall continue in full force and effect in accordance with its terms. The
provisions of the Employment Agreement which are not inconsistent with those of
the Amendment shall be incorporated herein by this reference.
4. GOVERNING LAW.
The Amendment shall be interpreted and construed under California.
5. COUNTERPARTS.
The Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed the Amendment on
the date and year first above written.
REMEDYTEMP, INC.
By:
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Name:
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Its:
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Xxxx X. Xxxxx
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