EXHIBIT 10.1 -- Amendment to Employment Agreement
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), dated
effective as of June 17, 2005, is made and entered into to amend the Employment
Agreement dated effective June 30, 2003 (the "Employment Agreement"), by and
between The Peoples Publishing Group, Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx, an individual resident of the State of New
Jersey (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the Company and the Executive agree as follows:
1. Amendment. The Employment Agreement shall be amended as
provided in this Agreement. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Employment Agreement.
2. Compensation. The table at the end of Section 4.01 of the
Employment Agreement which specifies annual salary in the event the Executive is
engaged in the "AP Senior Advisor" role shall be amended such that for the
contract year ending July 31, 2006, the salary shall be $100,000.
3. Incentive Compensation. The table in Section 4.02 of the
Employment Agreement shall be amended to provide that for the calendar year
2005, the Executive's incentive shall be equal to 30% of the amount paid to the
CEO.
4. Miscellaneous.
4.01 Governing Law. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of New
Jersey, without regard to New Jersey's conflicts of law rules.
4.02 Prior Agreements. This Agreement and the Employment
Agreement contain the entire agreement of the parties relating to the subject
matter hereof and supersede all prior agreements and understandings with respect
to such subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein.
4.03 Amendments. No amendment or modification of this
Agreement shall be deemed effective unless made in writing signed and delivered
by the parties hereto.
4.04 Assignment. This Agreement shall not be assignable, in
whole or in part, by either party without the written consent of the other
party.
4.05 No Waiver. No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waive and shall not constitute
a waiver of such term of condition for the future or as to any act other than
that specifically waived.
4.06 Counterparts. This Agreement may be signed in
counterparts, each of which, when executed and delivered, shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands,
intending to be legally bound, as of the date first above written.
THE PEOPLES PUBLISHING GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
-----------------------------------
Xxxxx X. Xxxxxxxx
Its: President and Chief Executive
Officer
/s/ XXXXX X. XXXXXXX
-----------------------------------
Xxxxx X. Xxxxxxx
ACCEPTED AND AGREED TO
this 17th day of June, 2005.
PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx
Its: President and Chief Executive
Officer
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