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EXHIBIT 10.2
AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT
BETWEEN
GENERAL CREDIT CORPORATION
AND
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AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT
THIS AMENDMENT NO. 2 TO THAT CERTAIN EMPLOYMENT CONTRACT is made and
entered as of the 13th day of May, 1998 ("Contract"), between GENERAL CREDIT
CORPORATION, a New York corporation ("EMPLOYER"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
("EMPLOYEE").
R E C I T A L S:
A. The parties have entered into that certain Amendment No. 1 to
Employment Contract dated as of April 15, 1998 between EMPLOYER and EMPLOYEE
(the "Contract").
B. EMPLOYEE is the President and Chief Operating Officer of EMPLOYER.
C. The parties desire to amend the Contract to the extent and in the
respects set forth in this Amendment No. 2.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:
1. Article IV B 2 of the Contract is hereby amended in its entirety to
read as follows:
TERMINATION FOR REASONS OTHER THAN TERMINATION BY EMPLOYER FOR CAUSE;
OR VOLUNTARY UNILATERAL DECISION BY EMPLOYEE; OR DUE TO A CHANGE IN
CONTROL. If there is a termination of this Contract for any reason by
either party, other than as a result of (i) termination by EMPLOYER for
Cause (as hereinafter defined); or (ii) termination by voluntary
unilateral decision by EMPLOYEE without Cause (as hereinafter defined),
in addition to any damages hereunder; or (iii) due to a Change in
Control (as hereinafter defined), EMPLOYEE, in addition to any other
damages suffered hereunder, shall be entitled to receive (1) a lump sum
in an amount equal to three times EMPLOYEE's total compensation (base
salary plus bonus) paid by EMPLOYER to EMPLOYEE for the fiscal year
prior to EMPLOYEE's termination; and (2) all applicable allowances and
reimbursements from EMPLOYER due under Article V.
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2. New Article X of the Contract is hereby added to read in its entirety
as follows:
ARTICLE X.
CHANGE IN CONTROL
A. IN GENERAL. This Contract shall continue in full force and effect
notwithstanding any Change in Control (as defined below) involving
EMPLOYER. This Contract shall be binding upon EMPLOYER and EMPLOYEE and
their respective heirs, executors, administrators, successors and
assigns.
B. TERMINATION UPON CHANGE IN CONTROL. Notwithstanding anything to the
contrary contained herein, if at any time during the term of this
Contract and any renewal thereof, there shall be a Change in Control of
EMPLOYER, and if such Change in Control results in a diminution in
EMPLOYEE's compensation, responsibilities or position such that
EMPLOYEE cannot in good faith continue to fulfill the responsibilities
for which he is employed, as determined by EMPLOYEE in his sole
discretion, and if such Change in Control did not occur due to
EMPLOYEE's intentional bulk sale of voting shares of EMPLOYER owned by
him directly to such control persons or group, then:
1. LUMP SUM PAYMENT. EMPLOYEE shall have the option of
terminating this Contract upon thirty (30) days' notice and, in such
event EMPLOYER shall pay to EMPLOYEE at the time of such termination
(a) a lump sum in an amount equal to three times EMPLOYEE's total
compensation (base salary plus bonus) paid by EMPLOYER to EMPLOYEE for
the fiscal year prior to the Change in Control; and (b) all applicable
reimbursements from EMPLOYER due under Article V. Said lump sum payment
shall be in lieu of any and all compensation due to EMPLOYEE for the
years that would otherwise be remaining for the term of this Contract.
Upon receipt of said lump sum payment, this Contract and all rights and
duties of the parties shall be terminated, except as provided in
subsection 2 below.
2. CONSULTING SERVICES. In consideration for such lump sum
payment and for the right to terminate the Contract under the
conditions set forth above, EMPLOYEE agrees to consult with EMPLOYER
and its officers if requested to do so for a period of at least two (2)
years from the date of such termination. However, EMPLOYEE shall be
required to devote only such part of his time to such services as
EMPLOYEE believes reasonable in EMPLOYEE's sole discretion, and the
time and date such services are offered shall be determined by EMPLOYEE
so long as that time and date is within a reasonable period of time
after the request. It is expressly agreed that EMPLOYER's rights to
avail itself of the advice and consulting services of EMPLOYEE shall at
all times be exercised in a reasonable manner, that adequate notice
shall be given to EMPLOYEE in such event, and that noncompliance with
any such request by EMPLOYEE for good cause, including, but not limited
to, ill health, prior commitments, conflicts of interest or absence
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this Contract. EMPLOYEE agrees that, except for reimbursement of all
reasonable expenses incurred by him with respect to such consulting and
advisory services, payable as such consulting and advisory services are
rendered, he shall not be entitled to any further compensation. It is
understood that in furnishing any advisory and consulting services
provided herein, EMPLOYEE shall not be an EMPLOYEE of EMPLOYER but
shall act in the capacity of an independent contractor.
C. "CHANGE OF CONTROL" shall mean the occurrence of any one of the
following: (i) EMPLOYER sells substantially all of its assets to a
purchaser other than a Subsidiary, (ii) the sale of all outstanding
shares of capital stock of the EMPLOYER for cash, or (iii) a
transaction, including, but not limited to, the original issuance of
shares for cash, a merger or a consolidation of EMPLOYER in which the
holders of EMPLOYER's outstanding capital stock possessing the voting
power (under ordinary circumstances) to elect EMPLOYER's Board of
Directors immediately prior to the transaction do not continue to own a
majority of the capital stock possessing the voting (under ordinary
circumstances) to elect the surviving entity's Board of Directors
immediately after such transaction.
3. Articles X, XI, XII, and XIII of the Contract are hereby renumbered as
Articles XI, XII, XIII and XIV, respectively.
4. Except to the extent expressly set forth in this Amendment No. 2, the
Contract shall remain in full force and effect in accordance with its
terms.
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IN WITNESS WHEREOF, EMPLOYER and EMPLOYEE have caused this Amendment
No. 2 to be executed on the day and year first above written.
"EMPLOYER"
GENERAL CREDIT CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Authorized Representative
"EMPLOYEE"
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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