AMENDMENT
AMENDMENT dated as of the 1st day of June, 1998, by and between SEWING
MACHINE EXCHANGE, INC., an Illinois corporation with offices located at 0000
Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 (the "Company"), and XXXXXX XXXXXXXX,
residing at 000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx (the "Executive").
WHEREAS, the Company and Executive entered into an employment agreement
dated as of June 7, 1996 (the "Employment Agreement") pursuant to which, among
other matters, it was agreed that the Executive would provide services to the
Company on a full time basis during the first two (2) years of the Term (as
defined in the Employment Agreement) and on a part time basis during the final
three (3) years of the Term;
WHEREAS, the parties have decided that it is in their best interests to
extend the period during which the Executive provides full time services; and
WHEREAS, the parties desire to amend the Employment Agreement to reflect
the foregoing;
NOW, THEREFORE, it is hereby agreed:
1. Paragraph 3 of the Employment Agreement, as it currently exists, is
hereby amended to read in its entirety as follows:
"3. Duties and Nature of Executive's Services. Executive agrees to serve as
Vice President of the Company and agrees to serve the Company and its Affiliates
faithfully and to the best of his ability. During the first three (3) years of
the Term, Executive shall devote his entire business time, attention, energy,
skill and experience to the performance of his duties hereunder and shall not
engage, directly or indirectly, in any other business, employment or occupation
which is competitive with the business of the Company and its Affiliates. During
the final two (2) years of the Term, Executive shall devote only so much time to
the performance of his duties hereunder as he shall determine, it being intended
that the time committed shall be only so much as shall allow Executive to
qualify for coverage under the Company's then existing medical plan for
executives of Xxxxxx; provided, however, that the Company or Xxxxxx shall not be
required to prosecute any claim against its medical insurance carrier that shall
disclaim liability for medical insurance coverage as a result of Executive's
failure to qualify as a full time employee of the Company and Executive agrees
to indemnify and hold the Company harmless from any claim by such insurance
carrier that it paid claims to Executive resulting in damage to such carrier, in
breach of the Company's (or Xxxxxx'x) agreement with the carrier."
2. Paragraph 4.1 of the Employment Agreement, as it currently exists, is
hereby amended to read in its entirety as follows:
"4.1 As full compensation for all services to be rendered by the Executive
to the Company or its Affiliates under or pursuant to the terms of this
Agreement, the Company shall pay to the Executive a base salary (the "Base
Compensation") as follows: Two Hundred Fifty-Five Thousand ($255,000) Dollars
per year during the first and second years of the Term, One Hundred Thirty
Thousand ($130,000) Dollars per year during the third year of the Term and
Thirty Thousand ($30,000) Dollars per year during the fourth and fifth years of
the Term. The Base Compensation shall be payable at such regular times and
intervals as the Company customarily pays its employees from time to time."
3. Paragraph 4.3 of the Employment Agreement, as it currently exists, is
hereby amended to read in its entirety as follows:
"4.3 During the first three (3) years of the Term, the Executive shall also
be entitled to the full-time use of a Company automobile (same model currently
being used by Executive or its equivalent). The Company shall purchase all
relevant insurance for said automobile (or reimburse Executive for cost of same)
and shall reimburse the Executive for all fuel and repairs to said automobile."
4. Except as herein amended, all other terms and conditions contained in
the Employment Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and executed
this Agreement as of the day and year first above written.
SEWING MACHINE EXCHANGE, INC.
By:/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Vice President
/s/Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
THE UNDERSIGNED HEREBY GUARANTEES
PAYMENT OF THE AMOUNTS DUE TO EXECUTIVE
UNDER SECTION 4 OF THIS AGREEMENT.
XXXXXX INTERNATIONAL CORP.
By /s/Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
