EXHIBIT 10.71
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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is entered into as of July
24, 2002, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ ("Employee") and ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a
Delaware business Corporation, previously known as DIDAX INC. ("Crosswalk").
This Amendment supplements, and does not supersede or replace, the Employment
Agreement ("Agreement") by and between Employee and DIDAX INC., dated March 23,
1998.
WHEREAS, Crosswalk has entered an Asset Purchase Agreement with OnePlace,LLC., a
wholly owned subsidiary of Salem Communications Corporations ("OnePlace Asset
Purchase"), whereby it is anticipated that Employee's term of employment with
Crosswalk shall end upon Closing, scheduled to occur on or about September 3,
2002.
WHEREAS, to reduce for the benefit of shareholders, Crosswalk expenses remaining
after closing with OnePlace, Employee is engaging in active negotiations with
and procuring agreements from various trade creditors and vendors of Crosswalk
to reduce or restructure as many remaining debts, expenses, and obligations of
Crosswalk as possible ("Restructuring Efforts"); and
In consideration of the foregoing, Crosswalk and Employee hereby agree as
follows:
1. Crosswalk shall pay Employee as additional severance under Paragraph 8 of
the Agreement, an amount (in U.S. dollars) equal to ten percent (10%) of
all net savings to Crosswalk achieved through the Restructuring Efforts
successfully concluded by the date of the shareholders' special meeting to
vote on the OnePlace Asset Purchase, and as documented through binding
written agreements. Such amount shall hereinafter be referred to as
"Incentive Severance Compensation."
2. Employee shall promptly submit to the Chairman of Crosswalk all final
agreements from the Restructuring Efforts together with a brief narrative
and calculations explaining the net savings to Crosswalk. Within fifteen
[15] days, the Chairman shall verify and confirm in writing the total
savings and instruct Crosswalk's payroll processor to pro rate over the six
[6] months following Employee's final date of employment, an amount of
additional severance equal to the Incentive Severance Compensation
3. Paragraphs 10 [Conciliation] and 11 [Governing Law] of the Employment
Agreement are incorporated in this Amendment by this reference as if fully
set forth herein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first written above.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. Buick
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. Buick
("Employee") Chairman of the Board