Exhibit 10.11
AMENDMENT TO MANAGEMENT AGREEMENT
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this "Agreement") is made and
entered into as of the 1st day of November, 1997 (the "Effective Date") between
Coventry Industries Corp., formerly known as Workforce Systems Corp., a Florida
corporation whose principal place of business is 0000 Xxxxxx Xxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000 (the "Company"), and Xxxxxx Xxxxxxx, an individual
whose address is 0000 XX 00xx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000 (the "Manager").
RECITALS
WHEREAS, the Company and Xxxxxxx are parties to that certain Management
Agreement dated as of July 1, 1997, a copy of which is attached hereto as
Exhibit A and incorporated herein by such reference (the "Management
Agreement").
WHEREAS, the parties wish to amend certain specific terms of the
Management Agreement as herein after set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Manager do hereby agree as follows:
1. Paragraph 3. Compensation and Benefits. is hereby deleted in its
entirety and substituted as follows:
3. Compensation and Benefits.
a. As his sole compensation payable by the Company under this
Agreement, the Manager shall be entitled to receive the following:
(1) an annual management fee of one hundred thousand
($100,000.00) dollars for the months of July, August, September and
October 1997, and thereafter until the first anniversary of the date of
the Management Agreement an annual management fee of one hundred twenty
thousand ($120,000) dollars, payable in twelve equal monthly
installments, with an annual incremental increases of the greater of
(i) the percentage increase in the Consumer Price Index, all items, as
published by the United States Department of Labor, since the date of
this Agreement (in the case of the first annual increase) or since the
most recent anniversary of the date of this Agreement (in the case of
all subsequent annual increases), or (ii) six percent (6%) of the
previous year's base management fee.
(2) an annual cash bonus equal to 3% of the
Company's Net Pre-Tax Income (as that term is hereinafter defined),
payable within 10 business days of the filing with the Securities and
Exchange Commission of the Company's annual report on Form 10-KSB. For
the purposes of this Agreement, "Net Pre-Tax Income" shall mean the
gross revenues of the Company, less the costs of the revenues earned,
less selling, general and administrative expenses, as reflected on the
financial statements of the Company for the fiscal years ending June
30, which such financial statements shall be prepared in accordance
with generally accepted accounting principles applied on a consistent
basis;
(3) options to purchase 100,000 shares of common
stock of the Company at an exercise price of $5.00 per share, which
such options shall immediately vest and be exercisable at any time and
from time to time during the Term of this Agreement; provided, however,
that any options which shall not have been exercised by the Manager
prior to the expiration of the Term of this Agreement pursuant to the
provisions of Section 5 hereof shall immediately expire; and
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(4) options to purchase 100,000 shares of common
stock of the Company at an exercise price of $4.00 per share, which
such options shall vest on November 1, 1997 and become immediately
exercisable thereafter at any time and from time to time during the
Term of this Agreement; provided, however, that any options which shall
not have been exercised by the Manager prior to the expiration of the
Term of this Agreement pursuant to the provisions of Section 5 hereof
shall immediately expire; and
(5) such other compensation, including, without
limitation, bonus compensation, as may be determined by a majority of
the Company's Board of Directors, in their sole discretion.
b. The Manager shall be reimbursed for all reasonable expenses
incurred in the rendering of the services hereunder.
c. The Manager is currently the record and beneficial owner of
an aggregate of 100,000 shares of the Company's common stock which represents
3.5% of the currently issued and outstanding common stock of the Company. For
the period commencing upon the Effective Date and ending on June 30, 1998, in
the event the Company issues any additional shares of common stock, the Manager
shall be issued such additional number of shares of the Company's common stock
(the "Anti-Dilutive Stock") from time to time as shall be necessary so as to
maintain such 3.5% ownership interests; provided, however, that in the event
this Agreement shall be terminated prior to the expiration of the Term; Manager
shall concurrent with such termination return the Anti-Dilutive Stock to the
Company.
2. The remaining terms and conditions of the Management Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written in Boca Raton, Florida.
WITNESS: THE COMPANY:
COVENTRY INDUSTRIES CORP.
By:
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Xxxx Xxxxxx, Secretary
THE MANAGER
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Xxxxxx Xxxxxxx
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