<PAGE> 1
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT (this "Amendment") made as of the 1ST day of May, 2000,
to that certain Employment Agreement (the "Employment Agreement") dated June 17,
1999 between TBM Holdings, Inc. a Florida corporation with its principal offices
in Westport, Connecticut (the "Company") and William Schwartz, an individual
residing in Westport, Connecticut (the "Executive").
RECITALS
WHEREAS, Company and Executive are parties to the Employment Agreement.
WHEREAS, Company and Executive now desire to amend the Employment
Agreement as set forth herein.
NOW, THEREFORE, in consideration of good and valuable consideration
received and receipt of which is hereby acknowledged, the parties agree to amend
the Employment Agreement as follows:
1. Section 1.3 is amended by deleting the words "Chief Operating
Officer" and substituting "Chief Executive Officer".
2. Section 1.4(b)(ii) is amended by deleting the words "Chief Operating
Officer" and substituting "Chief Executive Officer".
3. Section 2.1 is amended by deleting the words "Two Hundred and Sixty
Thousand Dollars ($260,000) and substituting "Two Hundred Thousand Dollars
($200,000).
4. Section 2.2 is amended by deleting the Section in its entirety and
substituting the following:
(2.2) Payment of Base Salary. Executive shall receive his Base Salary
in equal installments to be paid on at least a monthly basis less
appropriate withholding for federal taxes and deductions, and in
accordance with the policy of the Company as in effect from time to
time for the payment of salary to senior executive personnel.
Executive shall be eligible for any routine or customary annual
increases to Base Salary in accordance with the policy of the Company
for increases to the Base Salary of senior executive personnel as
determined by and subject to the approval of the Board of Directors
of the Company. Executive shall remain on the payroll of Consulting
and Company shall reimburse Consulting for the amounts paid to
Executive for Base Salary, any Incentive Compensation due Executive
under Section 2.3, and the costs of Executive's benefits due under
section 2.4.
5. Section 2.3 is amended by deleting the Section in its entirety and
substituting the following:
(2.3) Incentive Compensation. (a) In addition to the payment to the
Executive of the Base Salary and the other payments and benefits
available to the Executive under this Agreement, the Company's Board
of Directors shall determine on both a quarterly and annual basis
whether the Executive is entitled to incentive compensation (the
"Incentive Compensation") and the extent thereof. The quarterly
Incentive Compensation amount shall be based on
<PAGE> 2
Executive's achievement of specified criteria each quarter such
criteria to be evaluated and scored in accordance with Attachment 1,
attached hereto and incorporated herein. For purposes of illustration
only, should the quarterly points achieved be 50, Executive shall be
eligible for quarterly Incentive Compensation of $25,000 for that
quarter.
(b) The annual Incentive Compensation amount shall be based on
Executive's contribution to the achievement of overall Company goals
regarding revenue, net income and growth. The target annual bonus
amount for Executive is $95,000, based on the achievement of 100% of
goals to be set and evaluated by the Company's Board of Directors.
The annual Incentive Compensation amount may be greater than or less
than the target depending upon achievement of goals.
6. The Employment Agreement, as hereby amended, is ratified and
confirmed in each and every respect.
IN WITNESS WHEREOF, this First Amendment to the Employment Agreement is
made effective as of the date first written above.
TBM HOLDINGS, INC.
By: /s/ Anand Sharma
----------------------------------
Its: Chairman
/s/ William Schwartz
-------------------------------------
William Schwartz
2
