EXHIBIT 10(q)
FIRST AMENDMENT
TO
NON-QUALIFIED SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
This First Amendment made as of Dec. 23, 1998 to the NON-QUALIFIED
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT between XXXXXXX X. XXXXXX (the
"Executive") and the COMPUTER HORIZONS CORP. (the "Company"), dated as of
January 1, 1997 (the "Agreement").
WHEREAS, the Executive and the Company have previously entered into the
Agreement;
WHEREAS, the Company and the Executive desire to amend the Agreement in
accordance with Section 12 thereof to provide for immediate vesting and
payment of retirement benefits upon a change of control of the Company.
NOW THEREFORE, the parties agree to amend the Agreement, effective as of
Aug. 12, 1998, as follows:
1. Section 7 of the Agreement is amended by adding the following
paragraph at the end thereof:
"Notwithstanding the foregoing, the Company may establish a "rabbi
trust" as described in Rev. Proc. 92-64, 1992-2 C.B. 422 as promulgated
by the Internal Revenue Service ("IRS") or any subsequent guidance
issued by the IRS, whereby trust assets will be held, subject to the
claims of the Company's creditors in the event of the Company's
insolvency, until paid to the Participating Employee and/or any
designated Beneficiary(ies) under the terms of this Agreement."
2. The second sentence of the first paragraph of Section 8 of the
Agreement is amended to read as follows:
"Except as provided in Section 7 hereof, the Participating Employee
and/or the designated Beneficiary(ies) of the Participating Employee
shall have the right to receive payments specified under this Agreement
only from the Company and shall have no right to any specific assets of
the Company, or any specific or special property separate from the
Company, to satisfy or discharge any claim for benefits."
3. Section 11 of the Agreement is amended in its entirety to read as
follows:
"11. ACCELERATION OF PAYMENTS. (a) The Company reserves the right,
in its sole and absolute discretion, to accelerate the payment of any
benefits payable under this Agreement without the consent of the
Participating Employee, his estate, his designated recipients, or any
other person claiming through the Participating Employee.
(b) Notwithstanding anything else herein, upon the occurrence of a
Change of Control the Participating Employee shall be fully vested in
his Retirement Benefit set forth in Paragraph 1 of this Agreement and
such benefit shall be paid to the Participating Employee (or if he dies
prior to payment, his designated Beneficiary(ies)) within 5 days after
the date on which the Change of Control occurs. For purposes of this
Agreement, "Change of Control" shall mean: (i) in the case where there
is an employment agreement in effect between the Participating Employee
and the Company that defines "Change of Control", "Change of Control" as
defined under such employment agreement, or (ii) in the case where there
is no employment agreement in effect between the Participating Employee
and the Company, or where there is such an employment agreement, but the
employment agreement does not define "Change of Control", "Change of
Control" as defined in the Computer Horizons Corp. 1994 Incentive Stock
Option and Appreciation Plan as in effect on May 4, 1994."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
/s/ XXXXXXX X. XXXXXX
-------------------------------
XXXXXXX X. XXXXXX
COMPUTER HORIZONS CORP.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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