EXHIBIT 10.20
AMENDMENT TO EMPLOYMENT AGREEMENT
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This Amendment (the "Amendment") is made as of the day of March 1998, by
and between Quadrant International, Inc., a Pennsylvania corporation, with an
office for purposes of this Amendment at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter, "QI"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ with an address at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter, "▇▇▇▇▇▇▇");
WITNESSETH
WHEREAS, QI and ▇▇▇▇▇▇▇ are parties to an Employment Agreement dated as of
Feb 2, 1998 (the "Employment Agreement"); and ,
WHEREAS, the parties desire to amend the Employment Agreement in accordance
with this Amendment in anticipation of a proposed equity financing of QI led by
Patricoff & Co. Ventures, Inc. in a minimum amount of $10,000,000 (the "Minimum
Closing") and a maximum amount of $18,000,000;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties intending to be legally bound hereby agree as
follows:
1. EMPLOYMENT STATUS FOLLOWING FINANCING.
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Effective upon consummation of the Minimum Closing, Section 3 of the
Employment Agreement is hereby amended to reflect that ▇▇▇▇▇▇▇ shall continue to
be Chairman of the Board and an employee of QI, but shall cease to be Chief
Executive Officer of QI, which position shall be held by ▇▇▇▇▇ ▇▇▇▇▇ In his
capacity as Chairman and an employee of QI, ▇▇▇▇▇▇▇ shall continue to be a full-
time employee of the Company and shall be actively involved in strategic
planning, mergers and acquisitions, financing activities and such other
activities as shall be directed by the Board of Directors and/or ▇▇▇▇▇ ▇▇▇▇▇
acting with the authority of the Board of Directors.
2. CHANGES TO TERMINATION.
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(a) Effective upon consummation of the Minimum Closing, Section 8 of
the Employment Agreement is hereby amended to reflect that, in addition to the
actions set forth therein that would result in the severance benefits set forth
therein becoming payable to ▇▇▇▇▇▇▇, such ▇▇▇▇▇▇▇▇▇ benefits shall also become
immediately due and payable thirty (30) days following notice from ▇▇▇▇▇▇▇ to QI
that ▇▇▇▇▇▇▇ will voluntarily resign as an employee of QI effective at the
expiration of such 30-day period.
(b) Effective upon consummation of the Minimum Closing, Section 8 of
the Employment Agreement is also hereby amended to reflect that in the event
▇▇▇▇▇▇▇'▇ employment is terminated by QI (other than for gross malfeasance or
gross nonfeasance) or voluntarily by ▇▇▇▇▇▇▇, or in the event ▇▇▇▇▇▇▇ is removed
as Chairman of the Board (in each of which cases
▇▇▇▇▇▇▇ shall receive the severance benefits of Section 8), ▇▇▇▇▇▇▇ shall in any
event be entitled to continue to serve as a director on the Board of Directors
until such time as QI consummates an initial public offering of its Common
Stock, registered under the Securities Act of 1933, or QI is sold in a bona
fide transaction whether by merger, sale of stock, sale of assets or otherwise.
3. REDEMPTION.
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QI acknowledges its obligation to redeem 1,200,000 shares of Common
Stock of QI held by ▇▇▇▇▇▇▇ pursuant to the terms of the letter agreement dated
December 15, 1997 between QI and ▇▇▇▇▇▇▇ (the "Redemption") and affirms it will
effect such Redemption upon consummation of the Minimum Closing. The parties
acknowledge that, notwithstanding anything contained herein to the contrary, the
agreements of ▇▇. ▇▇▇▇▇▇▇ in paragraphs 1 and 2 above are subject to receipt by
▇▇. ▇▇▇▇▇▇▇ of the proceeds of the Redemption.
4. MISCELLANEOUS.
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(a) Except as modified hereby, the Employment Agreement shall remain
in full force and effect (including, without limitation, the provisions relating
to compensation and benefits); provided, however, that, to the extent any
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provision of the Employment Agreement is inconsistent with the amendments
effected hereby, such provision shall be deemed amended to be consistent with
the intent of this Amendment.
(b) This Amendment shall be governed by the laws of Pennsylvania
without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
QUADRANT INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
President 3/19/98
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ 3/19/98