ADDENDUM to EMPLOYMENT AGREEMENT
Exhibit
10.88
This
Addendum provision (“Addendum”) is for the Employment Agreement (“Agreement”)
entered into as of March 15, 2007 (“Effective Date”) between National Investment
Managers Inc. (“Company”) and Xxxx X. Xxxxx (“Executive”). This addendum is
specific to the second term (4/1/08 - 3/31/09) of the Agreement and is entered
into as of April 1, 2008 (“Effective Date”).
RECITALS
Company
wishes to retain Executive as its President and Chief Operating Officer, and
Executive wishes to continue such employment under the terms and conditions
set
forth in the Agreement with the following revisions effective for the second
term.
IT
IS AGREED
that the
following changes/revisions for the second term of the Agreement, are effective
as follows:
1. Base
Salary.
Executive shall be paid a base salary of Three Hundred Thousand Dollars
($300,000) per annum for the term payable, less applicable withholding, in
equal
monthly payments or more frequently in accordance with Company’s regular
practice.
2.
Bonus - A.
Executive shall be eligible to receive an incentive bonus targeted at fifty
percent (50%) of Executive’s base salary:
50%
based
upon the achievement of 2008 EBITDA SBC of $12,005,543.00.
50%
based
upon attainment of MBOs to be established by the Chief Executive
Officer.
3. Bonus
- B.
Executive shall be eligible to receive an additional incentive bonus of $100,000
upon an eligible change of control (as defined in the Agreement) OR
the
attainment of Thirteen Million Five Hundred Thousand Dollars ($13,500,000)
adjusted EBITDA SBC for the trailing 12 months at June 30, 2008 or comparable
enterprise valuation, payable within 45 days after the occurrence of either
event.
4. Stock
Options.
Executive shall receive an option grant to purchase 200,000 shares of the
Company stock at $0.61 which shall be issued upon the effective date of this
Addendum to the Agreement. The options shall vest at the rate of one hundred
thousand (100,000) options every six (6) months for the twelve month period
(April 18, 2008 to April 17, 2009) immediately following the date of grant,
provided that Optionee continues as a full-time employee of the Company;
however, this option shall vest immediately upon a change in control (as defined
in the Employment Agreement).
The
parties have executed this Addendum to the Agreement as of the Effective
Date.
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
| Name: |
Xxxx X. Xxxxx |
|
| Title: | President and Chief Operating Officer |
| National Investment Managers Inc. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
| Name: |
Xxxxxx Xxxx |
|
| Title: | Chief Executive Officer and Director | |
