AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), is made as of the 28th day of
September, 2001, to Executive Employment Agreement (the "Agreement"), dated as
of March 27, 2001, by and between Vizacom Inc., a Delaware corporation (the
"Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual residing at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Employee"). Capitalized terms us
in this Amendment, unless otherwise defined herein, shall have the meanings
ascribed to them in the Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend certain of the terms and conditions of
the Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed as follows:
1. Amendments. Subject to Section 3 of this Amendment, the parties agree to
amend the Agreement as follows:
(a) Section 4(a) of the Agreement is amended to change "$200,000"
to "$125,000."
(b) Commencing October 1, 2001, in lieu of the bonus provided for
in Section 4(b) of the Agreement, the Company shall pay to Employee, for
each fiscal quarter during the term of the Agreement other than the four
quarters of the Company's 2002 fiscal year, as incentive compensation, an amount
equal to 17.5% of the net income of PWR for each such quarter, before (i)
amortization of business processes and methodologies, workforce and customer
lists, (ii) allocated corporate overhead (other than direct costs of PWR which
may be paid by the Company on behalf of PWR, such as medical claims and
commercial and casualty insurance), (iii) interest attributable to the Second
Amended and Restated Promissory Notes, of even date herewith, made by PWR in
favor of Employee and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and (iv) any bonuses payable to Employee
or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with Section 4(b) of the Agreement or Section
1(b) of this Amendment and any amount payable to Employee and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
pursuant to Section 1 of Amendment No. 3, of even date herewith, to the
Agreement and Plan of Merger, dated as of February 28, 2000, among the Company,
PWR Acquisition Corp., PC Workstation Rentals, Inc., Employee and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, in excess of $50,000 for the fourth quarter of 2001 and $200,000 for
the first quarter of the Company's 2003 fiscal year; provided that in no event
shall Employee be paid total cash compensation, including salary and bonus, in
excess of $225,000 commencing with the Company's 2003 fiscal year. The payments
provided for in this Section 1(b) of this Amendment shall be paid to Employee
within 45 days after the end of such fiscal quarter.
(c) No bonus shall be payable to Employee under Section 4(b) of
the Agreement in respect of the Company's 2002 fiscal year.
2. Effective Date. This Amendment shall be effective as of October 1, 2001.
3. Reversion to Original Agreement in Certain Events. In the event that a
"Reversion Event" (as defined below) has occurred, then:
(a) The amendments to the Agreement provided for in Section 1 of
this Amendment shall automatically terminate; and
(b) The provisions of Section 4(a) and 4(b) shall automatically become
effective de novo as of April 1, 2002; and
(c) The Company shall, without further notice, pay to Employee, and
Employee shall be entitled to receive, within ten days after the happening of a
Reversion Event, all amounts he would otherwise have been entitled to pursuant
to the Agreement, had this Amendment not been executed.
3.1 For purposes of this Amendment, the term "Reversion Event" shall mean
any or all of the following events:
(i) The merger contemplated by the Letter of Intent (the "LOI"), dated
September 7, 2001, between the Company and SpaceLogix, Inc. has not been
consummated on or before April 1, 2002; or
(ii) PWR does not receive $1,000,000 in working capital from the
proceeds of the bridge loan, private placement or other transactions
contemplated by the LOI, on or before April 1, 2002; or
(iii) If working capital is removed from PWR at any time on or after
April 1, 2002 to an extent that it has not retained the $1,000,000 in
working capital from the proceeds of the bridge loan, private placement or other
transactions contemplated by the LOI, due to payments made by or on behalf of
PWR to the Company or its other subsidiaries (other than normal inter-company
management fee payments).
4. Applicable Law. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without regard to
conflicts of laws.
5. Counterparts. This Amendment may be executed in two or more
counterparts, all of which taken together shall constitute one and the same
agreement. Except as amended hereby, the parties reaffirm and ratify all of the
provisions of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
VIZACOM INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: CFO
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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