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EXHIBIT 10.55
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM is entered into effective as of December 31, 1999 (the
"EFFECTIVE DATE") by and between Enterprise Profit Solutions Corporation, a
Delaware corporation (the "COMPANY") and wholly owned subsidiary of EPS
Solutions Corporation, a Delaware corporation ("EPS"), and David H. Hoffmann
("EMPLOYEE").
WHEREAS, the Company, EPS and Employee entered into an Employment
Agreement (the "EMPLOYMENT AGREEMENT") on November 24, 1999 and a First
Employment Agreement Amendment dated December 31, 1999.
WHEREAS, the parties wish to modify said Employment Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. The third sentence in Paragraph 4(d) of the Employment Agreement
which currently reads as follows: "At the Employee's option, at any time before
the termination date, the Employee may receive from the Company any or all
equity fees as a bonus" shall be amended to read as follows: "At the Employee's
option, at any time before the termination date, the Employee may receive from
the Company any or all equity fees as additional incentive compensation".
2. Subsection B of the First Employment Agreement Amendment which reads
as follows: "In March 2000, the board of directors of EPS authorized the payment
of $1.2 million to Hoffmann Investment Company, Inc., an entity controlled by
Employee, in exchange for, among other things, Employee forfeiting his right to
receive as a bonus certain private equity fees received by the Company through
executive search services performed by the Company through its DHR division, all
as more particularly described below" is hereby deleted.
3. Subsection 3 of the First Employment Agreement Amendment which
currently reads as follows: "Retained Equity. The Company acknowledges and
agrees that the Equity Fees reflected in the Company's 1999 accounting records
as RETAINED EQUITY has not been forfeited by Employee and that Employee has
received the Retained Equity as a bonus in accordance with Section 4(d) of the
Employment Agreement" shall be amended to read as follows: "Retained Equity. The
Company acknowledges and agrees that the Equity Fees reflected in the Company's
1999 accounting records as RETAINED EQUITY has not been forfeited by Employee
and that Employee has received the Retained Equity as additional incentive
compensation in accordance with Section 4(d) of the Employment Agreement"
4. Subsection 4 of the First Employment Agreement Amendment which
currently reads as follows: "Future Equity. The company acknowledges and agrees
that this Agreement shall in no way effect Employee's rights pursuant to Section
4(d) of the Employment Agreement to receive as a bonus Equity Fees received by
the Company after January 1, 2000 and prior to the Termination Date" shall be
amended to read as follows: "Future Equity. The company acknowledges and agrees
that this Agreement shall in no way effect Employee's rights pursuant to Section
4(d) of the Employment Agreement to receive as additional incentive compensation
Equity Fees received by the Company after January 1, 2000 and prior to the
Termination Date."
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Addendum as of the date set forth above.
EMPLOYEE THE COMPANY
Enterprise Profit Solutions Corporation
EPS Solutions Corporation
Signature: By:
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Printed Name: David H. Hoffmann Name: Michael Goldstein
Title: Director
By:
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Name: Early Price Pritchett III
Title: Director