EXHIBIT 10.2
AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
This AMENDMENT NO. 1 (the "AMENDMENT") to that certain Consulting
Agreement dated as of March 30, 2009 (the "AGREEMENT") among PSQ, LLC
("PSQ"), General Employment Enterprises, Inc. (the "COMPANY") and
Herbert F. Imhoff, Jr. (the "CONSULTANT"), is made and entered into as
of June 22, 2009, by and among PSQ, the Company and the Consultant.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed to them in the Agreement.
WHEREAS, PSQ, the Company and the Consultant desire to modify and
amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. TERM. The first sentence of Section 2 of the Agreement
shall be amended and restated in its entirety to read as follows:
"The term of this Agreement shall begin on the Closing Date
and shall continue for five (5) years thereafter (the "Term").
2. BOARD OF DIRECTORS. Section 3(b) of the Agreement shall be
amended and restated in its entirety to read as follows:
"b. BOARD OF DIRECTORS. The Consultant shall continue to
serve on the Board of Directors of the Company for three (3) years
after the Closing Date at the same level and form of compensation and
benefits as other outside directors of the Company, but in no event
shall the Consultant receive less than $2,000 per month for such
services."
3. AVAILABILITY. Section 3(d) of the Agreement shall be
amended and restated in its entirety to read as follows:
"d. AVAILABILITY. The Consultant shall be available to
render services to the Company under this Agreement for not more than
twenty (20) hours during any week during the Term."
4. ANNUAL FEE. Section 4(a) of the Agreement shall be amended
and restated in its entirety to read as follows:
"a. ANNUAL FEE. During the Term of this Agreement, the
Company shall pay the Consultant at the rate of $180,000 per year,
payable in equal monthly installments."
5. SHARE ISSUANCE. Section 4(d) of the Agreement shall be
amended and restated in its entirety to read as follows:
"d. SHARE ISSUANCE. In consideration for (1) the
Consultant's agreeing to (i) terminate his Employment Agreement and
release his rights thereunder (except as specified herein), (ii)
cancel his options as described in Section 4(c) above, (iii) grant a
release in favor of the Company as described in Section 4(b) above,
and (iv) enter into the non-competition and non-solicitation covenants
in Section 9 below, and (2) the other benefits to be provided by the
Consultant hereunder, contingent upon the occurrence of the Closing
Date, the Company will issue to the Consultant 500,000 fully vested
shares of Common Stock of the Company (the "Acquired Stock") for no
additional consideration. The issuance of the Acquired Stock will be
subject to approval by the Company's shareholders in accordance with
the applicable requirement set forth in the NYSE Amex Company Guide.
PSQ agrees to cause such shareholder approval to be obtained by (A)
voting all of the shares of Common Stock of the Company held by PSQ
and its affiliates in favor of the approval and adoption of a written
consent of the shareholders of the Company approving the issuance of
the Acquired Stock to the Consultant, which consent will be approved
and adopted by PSQ no later than ten days after the Closing Date, and
(B) as promptly as practicable thereafter, and in any event no later
than ten days thereafter, filing with the Securities and Exchange
Commission and thereafter distributing to the shareholders of the
Company an information statement relating to such written shareholder
consent in accordance with Rule 14C-2 of the Securities Exchange Act
of 1934, as amended, and applicable state law. The Company will
effect the issuance of the Acquired Stock to Mr. Imhoff upon the later
to occur of (x) the earliest date permitted under Rule 14C-2 of the
Securities Exchange Act of 1934, as amended, and (y) the approval by
NYSE Amex of the supplemental listing application to be filed by the
Company in connection with the issuance of the Acquired Stock, which
supplemental listing application will be filed by the Company as
promptly as practicable after such written shareholder consent is
approved and adopted. With respect to the amount, if any, that the
Company is required to withhold under the Internal Revenue Code of
1986, as amended, in connection with the issuance of the Acquired
Stock to the Consultant, the Consultant shall pay over to the Company
upon request an amount equal to such withholding amount, and the
Company shall timely pay such amount to the appropriate taxing
authority.
6. MISCELLANEOUS.
(A) The execution and delivery of this Amendment have been
duly and validly authorized and approved by the Board of Directors of
the Company and by the Sole Member of PSQ, and no other proceedings
(corporate or otherwise) on the part of the parties are necessary to
authorize this Amendment.
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(B) Upon execution hereof, each reference in the Agreement
to "this Agreement," "hereby," "hereunder," "herein," "hereof" or
words of like import referring to the Agreement shall mean and refer
to the Agreement, as amended by this Amendment. If this Amendment is
inconsistent with (or affects the interpretations of) unamended
portions of the Agreement, the provision of (or interpretations
suggested by) this Amendment shall control.
(C) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument.
[INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
PSQ, LLC HERBERT F. IMHOFF, JR.
By: /s/ Stephen B. Pence /s/ Herbert F. Imhoff, Jr.
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Name: Stephen B. Pence Chairman, President and
Its: Sole Member Chief Executive Officer
GENERAL EMPLOYMENT ENTERPRISES, INC.
By: /s/ Kent M. Yauch
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Name: Kent M. Yauch
Its: Vice President, Chief
Financial Officer and Treasurer
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