Exhibit 10.6
AMENDMENT NO. 2 to
EXECUTIVE EMPLOYMENT AGREEMENTS
This Amendment No. 2 is made on August 23, 2002, among Vizacom Inc.,
a Delaware corporation ("Company"), PWR Systems, Inc. ("PWR"), a Delaware
corporation, and Xxxxx Xxxxx, an individual residing at 00 Xxxxxxx Xxxxx, Xxxx
Xxxxx, Xxx Xxxx 00000 ("Employee").
This Amendment No. 2 amends the Executive Employment Agreement
("Agreement") dated as of March 27, 2000 between Vizacom and Employee.
The Agreement was previously amended by Amendment No. 1 dated
as of September 28, 2001 between Vizacom and Employee.
R E C I T A L S
I. Employee is currently serving as Vice President of Vizacom and
President of PWR.
II. PWR is executing, on the date of this Amendment No. 2, a letter
of intent for a Loan Agreement with Keltic Financial Partners, LP ("Keltic") for
a line of credit in the amount of $2,500,000.
III. At the request of Keltic and PWR, and to induce Keltic to enter
into the Loan Agreement with PWR, Employee and Xxxxxxx XxXxxxxx are agreeing to
each execute a Validity and Support Agreement with Keltic.
IV. One or more "Reversion Events" (as defined in Section 3.1 of
Amendment No. 1) has occurred, and accordingly, the provisions of Section 3 of
Amendment No. 1 apply to the Agreement.
V. PWR is in arrears to Employee with respect to paying installments
due under the Second Amended and Restated Promissory Note by PWR in favor of
Employee in the amended original principal amount of $153,412 dated as of
September 28, 2001 ("Note").
VI. Employee has agreed to defer until December 15, 2002 certain
installment payments due under the Note.
VII. The Company and PWR are in arrears with respect to paying
salary and compensation to Employee in the amount of $37,500.00 ("Arrears").
VIII. Employee has agreed to defer until December 15, 2002 the
repayment of the Arrears.
IX. Company and PWR desire to extend the term of the Agreement to
assure themselves of the continued services of Employee.
X. Employee desires to extend the term of the Agreement.
NOW, THEREFORE, in consideration of the recitals and agreements set
forth in this Amendment No. 2, the parties agree as follows:
A. Section "1" of the Agreement is hereby amended and restated to
read in full as follows:
"1. Retention of Services. The Company and PWR hereby
retain the services of Employee, and Employee agrees to
furnish such services, upon the terms and conditions
hereinafter set forth."
B. Section "2" of the Agreement is hereby amended and restated to
read in full as follows:
"2. Term. Subject to earlier termination on the terms
and conditions hereinafter provided, the term of this
Agreement shall be three (3) years commencing on the
date of this Amendment No. 2 (`Term'), and shall be
extended thereafter for additional successive one-year
periods unless or until the Company or the Employee
provides sixty (60) days' notice to the other party of
its intention not to extend the Term."
C. Section "3(a)" of the Agreement is hereby amended and restated
to read in full as follows:
"(a) During the Term, Employee shall be employed as Vice
President of the Company and as President of PWR, or in
such other equivalent positions with the Company, PWR,
and their affiliates, as may be determined by the Board
of Directors of the Company. Employee agrees that he
shall devote his full time business efforts to serving
the Company, PWR, and their affiliates in such capacity
(excluding, consistent with this Agreement, vacation,
sick, or other leave Employee is entitled to) under the
direction of the Board of Directors of the Company and
PWR, and shall perform all duties incident to his
position on behalf of the Company, PWR, and their
affiliates to the best of his ability, and shall perform
such other duties as may from time to time be assigned
to him by the Board of Directors of the Company.
Notwithstanding the foregoing, Executive shall be
entitled to devote time and to serve as director on the
governing boards of, or as an advisor to, other
for-profit and not-for-profit entities, and to retain
any compensation and benefit resulting from such service
so long as such service does not unreasonably interfere
with his duties under this Agreement. During the Term,
the Company will use its best efforts to cause the
Employee to be elected and re-elected to the Board of
Directors of the Company in Class II, and to the Board
of Directors of PWR.
D. Section "4" of the Agreement is hereby amended and restated to
read in full as follows:
"4. Remuneration. During the period of employment,
Employee shall be entitled to receive the following
compensation for his services:
The Company and PWR shall pay to Employee a
salary at the rate of $200,000 per annum, payable in
equal bi-weekly installments, or in such other manner
as shall be consistent with the Company's payroll
practices.
E. Stock Options.
1. The Company hereby grants options ("Options") to Employee,
on the date of this Amendment No. 2, to purchase an aggregate of 300,000 shares
of common stock, par value $.001 per share, of the Company ("Common Stock"), at
an exercise price equal to the fair market value of the Common Stock on the date
of grant, pursuant to the Company's 2000 Equity Incentive Plan. The Options are
exercisable as follows:
a. Options to purchase 120,000 shares of Common
Stock are exercisable immediately;
b. Options to purchase 90,000 shares of Common
Stock shall become exercisable on the first anniversary
of the date of grant; and
c. Options to purchase 90,000 shares of Common
Stock are exercisable on the second anniversary of the
date of grant.
2. In addition, during each year of the Term, the Company
shall grant to the Employee options to purchase 35,000 shares of Common Stock,
at an exercise price equal to the fair market value on the date of grant,
pursuant to the Company's 2000 Equity Incentive Plan, which options shall become
exercisable in a manner and at times consistent with the Company's customary
practice for senior executives.
3. The Company shall at all times reserve adequate shares to
permit the issuance of shares of Common Stock to Employee upon exercise of all
the Options. The Company shall take such steps as become necessary to comply
with this obligation to reserve adequate shares for issuance to Employee.
F. Except as amended by this Amendment No. 2, the parties reaffirm
and ratify the terms, conditions, and provisions of the Agreement (as amended by
Amendment No. 1), as if those terms, conditions, and provisions were set forth
at length in this Amendment No. 2.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
VIZACOM INC.
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx X Xxxxxxxxxx
Title: CFO
PWR SYSTEMS, INC.
By /s/Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: CFO
/s/ Xxxxx Xxxxx
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XXXXX X. XXXXX
