UNIFORCE SERVICES, INC.
000 Xxxxxxxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxx Xxxx 00000-0000
January 1, 1997
Mr. Xxxx Xxxxxxx
Northern Trust Plaza
000 Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxx:
Reference is made to the Employment Agreement dated as of January 26,
1984, between you (the "Executive") and Uniforce Temporary Personnel, Inc., now
named Uniforce Services, Inc. (the "Corporation"), as amended by Agreements
dated May 10, 1984, January 5, 1989, January 10, 1992, March 15, 1994, April 26,
1994, and November 26, 1996, (such Employment Agreement as so amended being
hereinafter referred to as the "Agreement"). The Agreement is further amended as
follows:
A. Effective January 1, 1997, Paragraph 3 of the Agreement is deleted
in its entirety and the following paragraph is substituted in lieu thereof:
"3. Except as otherwise provided herein, Executive shall be employed
for a term of one (1) year commencing January 1, 1997, and ending December 31,
1997."
B. Effective January 1, 1997, the first sentence of Paragraph 4 of the
Agreement is deleted in its entirety and the following paragraph is substituted
in lieu thereof:
"4. As full compensation for his services hereunder, the Corporation
shall pay to Executive (i) a base salary at the rate of $250,000 per annum,
payable in equal weekly installments during the term of this Agreement, and (ii)
incentive compensation for each fiscal year of the Corporation during the term
of Executive's employment hereunder in an amount equal to 5% of the
Corporation's pre-tax operating income in excess of $2,500,000, but not in
excess of $3,000,000, plus 3.5% of such income in excess of $3,000,000. For this
purpose, "pre-tax operating income" shall mean the consolidated earnings of the
Corporation and its subsidiaries before (i) deduction of, or allowance or
provision for, taxes based on income; (ii) deduction of, or allowance or
provision for, (A) the incentive compensation payable pursuant to this Agreement
or
incentive compensation based upon income or profits of the Corporation payable
pursuant to any other Employment Agreement or arrangement between the
Corporation and any employee thereof; or, (B) the licensing compensation payable
pursuant to Section 4 of that certain Amended and Restated Employment Agreement
dated as of May 1, 1993, by and between the Corporation and Xxxxxxxx Xxxxxxxxxx,
as from time to time hereafter amended, or any successor agreement thereto;
(iii) any extraordinary gain or loss; and, (iv) deduction of provision for
interest expense in excess of $600,000 for such fiscal year."
C. Effective January 1, 1997, Paragraph 13 of the Agreement is deleted
in its entirety and the following paragraph is substituted in lieu thereof:
"13. Any notice required, permitted or desired to be given pursuant to
any of the provisions of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if delivered in person or sent by
certified mail, return receipt requested, postage and fees prepaid as follows:
If to the Corporation at:
000 Xxxxxxxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxx Xxxx 11797-9006
with a copy to:
Xxxxx X. Xxxxx, Esq.
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Executive at:
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx 0X
Xxxxxxxx Xxxxx, Xxxxxxx 00000
Either of the parties hereto may at any time and from time to time
change the address to which notice shall be sent hereunder by notice to the
other party given under this Paragraph 13. The date of the giving of any notice
sent by mail shall be the date of the posting of the mail."
D. Except as amended by this Letter Agreement, the Agreement shall
remain in full force and effect in accordance with its terms.
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If the foregoing is in accordance with your agreement and
understanding, kindly execute where indicated below two copies of this Letter
Agreement and return to the undersigned.
UNIFORCE SERVICES, INC.
By:/s/ Xxxxxxxx Xxxxxxxxxx
-----------------------
Xxxxxxxx Xxxxxxxxxx,
Executive Vice President
ACKNOWLEDGED AND AGREED TO:
By:/s/ Xxxx Xxxxxxx
----------------
XXXX XXXXXXX
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