EXHIBIT 10.71
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, between Workflow Management,
Inc. (the "Company") and Xxxxxx X. X'Xxxxxxxx, Xx. (the "Employee"), is
effective as of May 1, 2001 (the "Amendment").
Background Statement
The Company and the Employee are parties to that certain Employment
Agreement, dated April 30, 2000 (the "Employment Agreement"). The Company and
the Employee desire to amend the Employment Agreement subject to the terms and
conditions set forth herein.
NOW, THEREFORE, it is agreed:
1. Section 2 of the Employment Agreement is deleted in its entirety and
replaced with the following:
2. Position and Duties. The Company hereby employs Employee as Chairman
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and Chief Executive Officer. As such, Employee shall have responsibilities,
duties and authority reasonably accorded to and expected of the Chairman
and Chief Executive Officer of the Company and assigned to Employee by the
Board of Directors of the Company (the "Board"). Employee will report
directly to the Board. Employee hereby accepts this employment upon the
terms and conditions herein contained and agrees to devote substantially
all of his professional time, attention, and efforts to promote and further
the business of the Company. Notwithstanding the foregoing sentence, the
Company acknowledges that Employee shall also serve as the Chairman of
xXxxXxxxx.xxx, Inc., a wholly-owned subsidiary of the Company. Employee
shall faithfully adhere to, execute, and fulfill all policies established
by the Company.
2. Section 3(a) of the Employment Agreement is deleted in its entirety and
replaced with the following:
(a) Base Salary. The base salary payable to Employee shall be $530,000 per
year, payable on a regular basis in accordance with the Company's standard
payroll procedures, but not less often than monthly. On at least an annual
basis, the Board of Compensation Committee will review Employee's
performance and may make any increases to such base salary if, in its sole
discretion, any such increase is warranted.
3. The following sentence is added at the end of Section 3(c) (Perquisites,
Benefits and Other Compensation) of the Employment Agreement:
In addition, upon Employee's retirement, Employee shall receive a
retirement benefit in such form and amount and for such period of time as
the Compensation Committee of the Board shall so approve.
4. The Company's address under Section 15 (Notice.) is deleted in its entirety
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and replaced with the following:
Workflow Management, Inc.
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Attn: Vice President of Legal Affairs
5. Exhibit A of the Employment Agreement is deleted in its entirety and
replaced with the following:
INCENTIVE BONUS PLAN
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Under the Company's Incentive Bonus Plan, Employee will be eligible to earn
up to 100% of Employee's base salary in bonus compensation, payable out of
a bonus pool determined by the Board of the Company or a compensation
committee thereof, depending upon the achievement of specified criteria and
payable in the form of cash, stock options, or other non-cash awards, in
such proportions, and in such forms, as are determined by the Board of the
Company or a compensation committee thereof. Seventy-five percent (75%) of
Employee's bonus will be based on the Company's performance, measured
against target performance levels established by the Board of the Company
or such compensation committee, and twenty-five percent (25%) of Employee's
bonus will be based on Employee's individual performance. In addition to
the foregoing in order to reward extraordinary performance and exceptional
Company results, the Board of the Company or a compensation committee
thereof may declare and pay bonus compensation to Employee in excess of
100% of Employee's base salary which may be payable in the form of cash,
stock options, or other cash awards, in such proportions, and in such
forms, as are determined by the Board of the Company or a compensation
committee thereof.
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6. All other provisions of the Employment Agreement shall continue in full
force and effect without further modification.
The undersigned have executed this Amendment as of the effective date set
forth above.
Company:
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WORKFLOW MANAGEMENT, INC.
___________________________________
Xxxxxxx X. Xxxxx, Executive Vice
President
Employee:
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____________________________________
Xxxxxx X. X'Xxxxxxxx, Xx.
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