AMENDMENT TO RESTATED AND AMENDED EMPLOYMENT AGREEMENT
This amendment (the "Amendment") dated as of January 8, 1999 (the
"Effective Date") to the Restated and Amended Employment Agreement dated March
4, 1997 (the "Employment Agreement") by and between Compu-▇▇▇▇, Inc., a Delaware
corporation (the "Company") and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Executive").
R E C I T A L S
WHEREAS, the parties hereto entered into the Employment Agreement on March
4, 1997.
WHEREAS, the parties desire to amend the bonus provisions of the Employment
Agreement in their entirety as set forth herein and that all other terms of the
Employment Agreement shall continue in full force and effect as amended hereby.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Employment Agreement.
2. Elimination of Certain Provisions The terms and provisions of Sections
1.4(b), 1.4(c) and 1.4(d) of the Employment Agreement are hereby
eliminated and shall have no further application, force and effect.
3. Additional Terms and Provisions. The following terms and provisions
are hereby added to the Employment Agreement:
3.1 Additional Positions. In addition to all his other positions with the
Company, the Executive shall serve as President of the Company and Chief
Executive Officer and Secretary of ▇.▇▇ Commerce, Inc., the Company's wholly
owned subsidiary, during the term of the Employment Agreement as amended by this
Amendment.
3.2 Bonus. In addition to the Salary set forth in Section 1.4(a) of the
Employment Agreement, the Executive shall be entitled to receive a bonus (the
"Bonus") to be determined by the mutual agreement of the Company and the
Executive which, among other things, will allow the Executive to earn such a
Bonus of up to fifty percent (50%) of the Executive's Salary each year, based on
certain performance thresholds. The Company and the Executive shall use best
efforts to determine and memorialize the terms of the Bonus within thirty (30)
days hereof.
3.3 Options. The Company shall grant to the Executive common stock purchase
options to purchase the number of shares of common stock of the Company upon the
terms and conditions set forth in the stock option agreement attached hereto as
Exhibit 3.3.
3.4 1999 Stock Rights Grant Plan. The Executive shall be a participant in
the Company's 1999 Stock Rights Grant Plan (the "Rights Plan"). The Executive's
right to be a participant in the Rights Plan and the terms of his participation
in the Rights Plan shall be governed by the terms and provisions of the Rights
Plan.
4. Miscellaneous.
4.1 Severability. If any provision contained in this Amendment is
determined to be void, illegal or unenforceable, in whole or in part, then the
other provisions contained herein shall remain in full force and effect as if
the provision which was determined to be void, illegal, or unenforceable had not
been contained herein.
4.2 Waiver, Modification, and Integration. The waiver by any party hereto
of a breach of any provision of this Amendment shall not operate or be construed
as a waiver of any subsequent breach by any party. The Employment Agreement as
amended by this Amendment (collectively the "Agreement") contains the entire
agreement of the parties concerning employment and supersedes all prior and
contemporaneous representations, understandings and agreements, either oral or
in writing, between the parties hereto with respect to the employment of the
Executive by the Company and all such prior or contemporaneous representations,
understandings and agreements, both oral and written, are hereby terminated. The
terms of this Agreement may not be modified, altered or amended except by
written agreement of the Executive and the Company, subject to the prior
approval of the Board of Directors of the Company.
4.3 Counterpart Execution. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
Effective Date.
COMPU-▇▇▇▇, INC.
BY:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Senior Executive
Vice President
EXECUTIVE:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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