EXHIBIT 99.2
SECOND ADDENDUM TO
EMPLOYMENT AGREEMENT
This addendum, effective as of the completion of the transaction between
Alternate Marketing Networks, Inc., a Delaware corporation (the "Company"), and
Hencie, Inc. (anticipated to be July 1, 2002), by and between Alternate
Marketing Networks, Inc., a Delaware corporation ("Company") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ("Executive").
Recitals
Whereas, the Company and the Executive entered into an Employment Agreement,
dated July 1, 1995 (the "Employment Agreement"), and an Addendum to the
Employment Agreement dated January 3, 2000 (the "First Addendum"), and
Whereas, the Company has entered into a merger agreement with Hencie Inc., and
Whereas, the Company and the Executive desire to amend certain terms of the
Employment Agreement and the First Addendum as provided in this Second Addendum.
Now, therefore, for valuable consideration, the receipt of which is
acknowledged, the Company and the Executive agree as follows:
Section 1 is replaced in its entirety as follows:
1. Employment. The Company hereby employs and engages the services of the
Executive as Chairman of the Board and as President of Alternate Postal Direct,
Inc., and National Home Delivery, Inc., d/b/a USSPI ("Subsidiary Companies").
The Executive may not be removed from his position as President of the
Subsidiary Companies except by action of the Board of Directors.
Section 2 is replaced in its entirety as follows:
2. Term of Employment/Service. Subject to the automatic renewal provisions of
Section 6(d), the Executive's "Term of Employment" shall be extended to end on
December 31, 2003. The Executive shall serve as Chairman of the Board for one
year ending on June 30, 2003; the Executive shall remain a member of the Board
for an additional two years thereafter ending on June 30, 2005.
Section 3(a) is replaced in its entirety as follows:
3. Position and Duties.
(a) During his term as Chairman of the Board, the Executive will play an active
role in the operations, management and administration of the Company and all of
its subsidiaries (not limited to the Subsidiary Companies), subject to the
direction of the Board of Directors. As President of the Subsidiary Companies,
the Executive shall be responsible for the operations, management and
administration of those companies, consistent with his position as President and
subject to the direction of the Board of Directors. All employees of the
Subsidiary Companies shall report to and be directly responsible to the
Executive. All salaries and bonuses for the employees of the Subsidiary
Companies shall be determined by the Executive, excepting salaries and bonuses
for officers, which the Board of Directors shall determine. The Executive shall
report to the Board of Directors on a quarterly basis, and shall be responsible
for submitting to the Board of
Directors, when requested by it, budgets, capital expenditure reports, reserve
reports and business plans. The Executive shall perform his duties at the
Company's principal office, which shall be situated in Grand Rapids, Michigan,
except for occasional periods of Company-related travel.
Section 6(d) is replaced in its entirety as follows:
(d) Termination/Notice of Non-Renewal By The Company Without Cause.
The Executive's term of employment as President under this Agreement shall
automatically renew for one-year periods unless the Company gives the Executive
six months written notice of non-renewal prior to the end of the term of
employment.
In addition, the Company may, without Cause, terminate this Agreement, and the
Executive's employment as President by the Company hereunder, at any time during
the Term of Employment, provided, however, that the Company shall give to the
Executive three months' prior notice of such termination. If the employment of
the Executive should be terminated by the Company without Cause, the Company
shall pay to the Executive as severance, within 60 days of the effective
termination date, an amount equal to 12 months' base salary at the salary rate
then in effect, plus accrued bonuses pursuant to Section (4) of this Agreement,
computed on a pro rata basis from the beginning of the then- applicable fiscal
year to the date of the Executive's termination without "Cause"; all other
obligations of the Company to the Executive under this Agreement arising and
accruing after the date of the Executive's termination without "Cause" shall
terminate.
All other terms and conditions of the Employment Agreement and the First
Addendum shall remain unchanged except as necessary to conform to the terms of
this Second Addendum.
Executed as of the date first written above.
/s/ ▇▇▇ ▇▇▇▇▇▇▇ ALTERNATE MARKETING NETWORKS, INC.
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Witness By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: CEO/Chairman
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Executive)