AMENDMENT NO.2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of October 14, 1997 (the "Effective Date"), by and between ACSYS, Inc., a
Georgia corporation, (the "Company"), and Xxxxxxx Xxxx, Xx., an individual
resident of Georgia ("Executive").
WHEREAS, Executive is an executive officer and shareholder of the Company;
and
WHEREAS, Executive and the Company entered into that certain Employment
Agreement dated as of March 12, 1997, as amended by Amendment No. 1 dated
September 3, 1997 (the "Agreement");
NOW, THEREFORE, for $10.00 in hand paid by the Company to Executive and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by Executive and the Company including, without
limitation, the promises and covenants of the parties set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 1.2 of Article I of the Agreement is hereby deleted in its entirety
and replaced with the following:
"1.2 Duties and Responsibilities of Executive. Executive is hereby
employed as the Chief Executive Officer (the "CEO") of the Company. Executive
shall devote his full time, energy and skill to such office and shall do and
perform all services and acts necessary or advisable to fulfill the duties of
such office. In his capacity as the CEO, the Executive shall report to the
Board of Directors of the Company, and shall conduct and perform such
additional services and activities as may be determined from time to time by
any of them. Executive's authority and responsibility in the Company shall at
all times be subject to the review and discretion of the Board of Directors,
who shall have the final authority to make decisions regarding the business of
the Company. Executive acknowledges that he has a duty of loyalty to the
Company and shall not engage in, directly or indirectly, any other business or
activity that could materially and adversely affect the Company's business or
the Executive's ability to perform his duties under this Agreement, provided,
however, that the Executive shall be free to participate in board, civic, and
charitable activities so long as such activities do not interfere with his
duties and responsibilities hereunder."
2. The first sentence of Section 1.3(a) of Article I is hereby deleted in its
entirety and replaced with the following:
"Executive shall be paid a minimum annual gross salary of two hundred
thousand dollars ($200,000.00), payable bi-weekly."
3. The last sentence of Section 1.7 of Article I is hereby deleted in its
entirety.
4. The second sentence of Section 3.3 of Article 3 is hereby deleted in its
entirety and replaced with the following:
"Executive shall provide a minimum of thirty (30) days prior notice to the
Board of Directors of his resignation."
5. All other provisions of the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
duly executed and delivered as of the date first above written.
"Company" "Executive"
ACSYS, Inc.
By:/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx Xxxx, Xx.
Signature Xxxxxxx Xxxx, Xx.
Xxxxx X. Xxxxxx
Print Name
Chairman
Title
