AMENDMENT NO. 1
This Amendment No. 1 to Employment Agreement (the "Amendment") is made
and entered into as of the 1st day of December, 2000, by and between Apropos
Technology, Inc. (the "Company") and Kevin G. Kerns ("Employee").
WHEREAS, the Company and Employee entered into an Employment Agreement
dated as of January 1, 2000 (the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend the Employment
Agreement as more specifically set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and in consideration of the employment of Employee by the Company,
the parties agree as follows:
1. COMPENSATION. Sections 2(a) and 2(b) of the Employment Agreement
are amended and restated in their entirety as follows:
"(a) Base Salary and Bonus. Beginning on the effective date of
this Agreement, the Employee shall be paid a base salary (the
"Base Compensation") of $210,000 per year, payable in accordance
with the Company's standard payroll policies. The Board of
Directors shall review Employee's performance and the Company's
financial and operating results on at least an annual basis and
shall adjust Employee's base salary as it deems appropriate based
on such review.
(b) Bonus. Employee shall also be eligible for a bonus of up to
$125,000 for fiscal year 2000 and the first quarter of fiscal
year 2001, based on the criteria set forth in Exhibit A. The
bonus will be due and payable on the 15th day of May, 2001. The
Board of Directors shall set bonus levels and targets for years
after fiscal year 2000 as it deems appropriate. In the event
Employee's employment with the Company terminates for any reason
other than pursuant to Section 6(c) hereof (voluntary termination
by the Employee) or 6(b)(ii) hereof (Termination for Cause),
Employee shall be entitled to receive a pro rated bonus for such
year, determined by dividing the aggregate bonus that he would
have earned for the entire year (assuming he had remained
employed for the entire year and the original revenue/milestone
targets established for such year continued to apply) by the
number of days (including weekends) during which he was employed
by the Company during such year by 365. Such bonus shall be paid
within thirty (30) days of the end of the relevant measurement
period. If Employee's employment with the Company terminates
pursuant to Section 6(c) hereof or Section 6(b)(ii) hereof,
Employee shall be deemed to have forfeited his entire bonus for
such year and no such bonus shall be due or payable by the
Company."
2. MISCELLANEOUS.
(a) The Employment Agreement shall remain in full force and
effect except as expressly set forth herein.
(b) This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois, without
regard to the conflicts of law rules of such state.
(c) This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which,
together, shall constitute one and the same instrument.
(d) Capitalized terms used herein, but not otherwise defined,
shall have the meaning ascribed to them in the Employment
Agreement.
* * *
IN WITNESS WHEREOF, the undersigned have executed this Amendment this
1st day of December, 2000.
COMPANY:
APROPOS TECHNOLOGY, INC.
By: /s/ Keith L. Crandell
---------------------------------
Its: Board Member
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EMPLOYEE:
/s/ Kevin G. Kerns
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Kevin G. Kerns
EXHIBIT A
In the event that the Company's Share Price Increase (as defined
below) for the four quarters ending March 31, 2001, is higher than the Share
Price Increase for each member of the Peer Group (as defined below) for the same
period, then Employee shall be entitled to a bonus of $125,000.
In the event that the Company's Share Price Increase for the four
quarters ending March 31, 2001, is the second highest in the Peer Group, then
Employee shall be entitled to a bonus of $62,500.
Notwithstanding anything herein to the contrary, Share Price Increases
for any member of the Peer Group that has been the subject of a takeover or
merger or, at March 31, 2001 is rumored to be the subject of a takeover or
merger, shall not be considered.
If the Company's Share Price Increase for the four quarters ending
March 31, 2001, as calculated above, is not the highest or second highest in the
Peer Group, Employee shall not be entitled to any bonus.
"Share Price Increase" shall mean the amount equal to the difference
between the respective Average Close Price (as defined below) for the month of
April 2001 and the respective Average Close Price for the month of April 2000,
divided by the Average Close Price for the month of April 2000.
"Average Close Price" shall mean the amount equal to the sum of the
respective closing prices for all trading days during the calendar month divided
by the number of trading days in such calendar month.
"Peer Group" shall mean Quintus Corporation, Aspect Communications
Corporation, eShare Communications Inc., Interactive Intelligence Inc., Kana
Communication, Inc. and eGain Communications Corp.