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EXHIBIT 10.6.1
AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (the
"Amendment"), is made as of the 3rd day of August, 2000, by and between THE
SOURCE INFORMATION MANAGEMENT COMPANY, a Missouri corporation (the
"Corporation") and JAMES R. GILLIS (the "Employee"), an individual currently
residing at 12 Chieftans Road, Greenwich, Connecticut 06831.
WITNESSETH
WHEREAS, the Employment and Non-Competition Agreement (the "Agreement")
expires on January 31, 2001, and Article III provides that the Agreement may be
extended, renewed or adjusted prior to its expiration; and
WHEREAS, the Corporation and the Employee have agreed to extend the
Agreement to July 31, 2003 with certain modifications described herein; and
WHEREAS, the Agreement permits this Amendment pursuant to Section 14.9.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, it is mutually agreed
and covenanted by and among the parties to this Amendment as follows:
1. All the terms and condition of the Agreement not specifically
amended by the terms of this Amendment shall remain in full force and effect
between the parties. All defined terms in the Agreement shall have the same
meaning in this Amendment, unless otherwise stated.
2. Section 3.1 of the Agreement shall be deleted in its entirety and
replaced as follows: The Term. The term of Employee's employment under this
Agreement shall commence on August 1, 2000 and continue until midnight on July
31, 2003, unless terminated as provided in this Agreement.
3. Section 3.2 of the Agreement shall be amended to delete the
reference to "initial".
4. Section 4.1 of the Agreement shall be modified to modify the Base
Salary to $350,000.00 per annum effective August 1, 2000.
5. Section 5.1 of the Agreement shall be deleted in its entirety and
replaced as follows:
5.1 GUARANTEED BONUS. The Employee shall be entitled to
receive an annual, guaranteed bonus of $250,000.00 for each of the
Corporation's fiscal year ending January 31, 2001, 2002 and 2003 (the
"Guaranteed Bonus"). The Guaranteed Bonus shall be due and payable
thirty (30) days after the close of the Corporation's fiscal year. The
Guaranteed Bonus is not discretionary and the Employee shall be
entitled to receive the Guaranteed Bonus as long as the Employee is
employed by the Corporation on the date of payment and this Agreement
is still in effect. In the event of the termination of the Employee's
employment by the Employee (other than for "Actual Default" (as defined
in Article XIII) by the Corporation) or by the Corporation for "Cause"
(as defined in Section 9.1), Employee shall forfeit the Guaranteed
Bonus. The Guaranteed Bonus shall be paid for the remaining term of
this Agreement if the Employee's employment is terminated by the
Employee for Actual Default (as defined in Article XIII) or by the
Corporation for any reason other than Cause (as defined in Section
9.1).
5.2 DISCRETIONARY BONUS. The Employee may be paid at the
discretion of the Compensation Committee of the Board of Directors an
additional bonus of $100,000 for each of
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the Corporation's fiscal year ending January 31, 2001, 2002 and 2003
(the "Discretionary Bonus"). The Discretionary Bonus shall be due and
payable thirty (30) days after the close of the Corporation's fiscal
year. The Discretionary Bonus shall be paid for the remaining term of
this Agreement if the Employee's employment is terminated by the
Employee for Actual Default (as defined in Article XIII) or by the
Corporation for any reason other than Cause (as defined in Section
9.1).
6. Article VI of the Agreement shall be modified to add the following:
Employer hereby grants to Employee options to purchase an aggregate
of 200,000 shares of the Corporation's common stock at an exercise
price of $7.84 (the fair market value per share as of August 3, 2000).
The options shall vest as to 66,667 shares immediately upon the
granting of the options, another 66,666 shares on August 1, 2001, and
as to 66,666 shares on August 1, 2002. In the event of the termination
of the Employee's employment by the Employee (other than for "Actual
Default" (as defined in Article XIII) by the Corporation) or by the
Corporation for "Cause" (as defined in Section 9.1), all unvested
options will terminate. If the Employee's employment is terminated by
the Employee for Actual Default (as defined in Article XIII) or by the
Corporation for any reason other than Cause (as defined in Section 9.1)
all options shall immediately vest and shall not be forfeited by
Employee prior to December 13, 2008. All options shall immediately vest
upon a change of control(as defined in Article XV). The Employer hereby
represents and warrants that it has sufficient shares available to
grant the options to Employee.
During the term of Employee's employment by the Corporation, Employee
shall provide written notice to the Chief Executive Officer of the
Corporation of his intent to buy or sell any stock or stock options of
the Corporation. Such written notice can be provided to the Chief
Executive Officer by interoffice mail, hand delivery, overnight
delivery, courier, by email to the Chief Executive Officer's email
address, by facsimile, or by U.S. mail. The Notice requirements of
Section 14.3 do not apply to the notice to be provided to the Chief
Executive Officer under this Article.
7. A new Article XV shall be added to the Agreement, which shall read
as follows:
XV. Change of Control
For purposes of this Agreement, a "change of control" shall be deemed
to occur if any person shall (a) acquire direct or indirect beneficial
ownership of more than 50% of the total combined voting power with
respect to the election of directors of the issued and outstanding
stock of the Corporation (except that no Change of Control shall be
deemed to have occurred if the persons who were stockholders of the
Corporation immediately before such acquisition own all or
substantially all of the voting stock or other interests of such person
immediately after such transaction), or (b) have the power (whether as
a result of stock ownership, revocable or irrevocable proxies, contract
or otherwise) or ability to elect or cause the election of directors
consisting at the time of such election of a majority of the Board. A
"person" for this purpose shall mean any person, corporation,
partnership, joint venture or other entity or any group. Upon a Change
of Control, all Base Salary, Guaranteed Bonuses, Discretionary Bonuses
and stock options, which would be payable for the remaining term of
this Agreement, shall become immediately due and payable to the
Employee whether or not the Employee retains his employment with the
Corporation.
9. This Amendment, together with the Agreement, constitutes and
represents the entire agreement between the parties hereto and supercedes any
prior understandings or agreements, written or verbal, between the
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parties hereto respecting the subject matter herein. This Amendment may be
amended, supplemented, modified or discharged only upon an agreement in writing
executed by all of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year above first written.
THE SOURCE INFORMATION MANAGEMENT COMPANY
By: /s/ S. Leslie Flegel
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Name: S. Leslie Flegel
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Title: Chairman/CEO
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/s/ James R. Gillis
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JAMES R. GILLIS