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EXHIBIT 10.11
XXXXX X. XXXXXX EMPLOYMENT AGREEMENT
AMENDMENT DATED MAY 1, 1998
This AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the first day of
May, 1998 (the "Amendment") by and between MSX International, Inc., a Delaware
corporation (formerly ASG Holdings, Inc.) (the "Company"), and Xxxxx X. Xxxxxx
(the "Executive").
A. The Company and the Executive are parties to an Employment Agreement
dated as of November 12, 1996 (the "Agreement").
B. The Company and the Executive desire to amend the Agreement, upon
the terms and conditions stated in this Amendment.
Therefore, in consideration of the mutual promises contained in this
Amendment, the value and sufficiency of which are hereby acknowledged, the
parties to this Amendment agree as follows:
1. AMENDMENT OF EMPLOYMENT DUTIES. Paragraph 2 of the Agreement is
hereby amended by deleting the first two sentences of such Paragraph 2 in their
entirety and substituting the following language:
"The Company shall employ the Executive as the Special Assistant to the
Chairman for the "Employment Period" as defined in Section 3. The
Executive, in such capacity, shall have such duties, responsibilities
and authority as are consistent with such position and specified by the
Board of Directors or its designee."
2. AMENDMENT OF CERTAIN COMPENSATION PROVISIONS. Paragraph 4(a) of the
Agreement is hereby amended by substituting the amount of $335,400 in the first
sentence thereof as the Executive's Base Salary. Further, Paragraph 4(b) of the
Agreement is hereby amended by deleting such paragraph in its entirety and
substituting the following language:
"In addition to the Base Salary, the Executive may be entitled to
receive an annual bonus for each fiscal year of the Company that ends
during the Employment Period up to 50% of his Annual Base Salary in
accordance with the terms of the Company's Performance Incentive Plan."
3. AMENDMENT OF CERTAIN TERMINATION PROVISIONS. The first sentence of
the third paragraph of Paragraph 8(b) of the Agreement is hereby amended by
deleting subsection (i) in its entirety.
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4. AMENDMENT OF NON-COMPETE. Paragraph 12 of the Agreement is hereby
amended by adding the following paragraph:
"At the election of the Company, made by giving written notice to the
Exective 90 days prior to expiration of the period referred to in
Paragraph 11 and the first sentence of Paragraph 12, the restrictions
on the Executive contained in Paragraph 11 and the first sentence of
Paragraph 12 of this Agreement may be extended for an additional six
month period, in which event the Company shall pay the Executive the
amount of $10,000 per month, payable in arrears through the end of such
six month period."
5. AMENDMENT OF ENFORCEMENT PROVISION. Paragraph 13 of the of the
Agreement is hereby amended by adding the following language to the end thereof:
"The covenants set forth this Agreement, including, but not limited to,
Paragraphs 5, 11 and 12, supplement and are in addition to, and are not
superseded by, any similar covenants made in any other agreements
between the parties hereto (including, without limitation, the
Management Subscription Agreement between the Company and the Executive
dated as of January 3, 1997)."
6. AGREEMENT UNAFFECTED. The remainder of the Agreement shall remain
unamended and in full force and effect.
IN WITNESS WHEREOF, the parties to this Amendment have executed this
Amendment as of the date first written above.
MSX INTERNATIONAL, INC.
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
