EXHIBIT 99.9
AMENDMENT AND EXTENSION AGREEMENT
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AGREEMENT made as of April 27, 1995, between GROW GROUP, INC., a New
York corporation (the "Company"), and Russell Banks ("Mr. Banks").
Mr. Banks is employed by the Company as its President and Chief
Executive Officer pursuant to an employment agreement first executed effective
October 31, 1992, which agreement, as extended, currently expires October 31,
1996 (such agreement, as so extended, being hereinafter referred to as the
"Current Agreement").
The parties desire to memorialize such extension of the Current
Agreement and to amend the Current Agreement in certain respects. Capitalized
terms used herein shall, unless otherwise defined herein, have the meanings
ascribed to such terms in the Current Agreement.
NOW, THEREFORE, in consideration of the foregoing,
the parties hereby agree as follows:
1. Employment Period. The Employment Period is extended to October 31, 1996.
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Each reference in the Current Agreement to "October 31, 1995" shall be deemed a
reference to October 31, 1996.
2. Insurance. Section 6 of the Current Agreement shall be restated in its
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entirety to read as follows:
The Company shall provide Mr. Banks with a death benefit equal to Mr.
Banks' annual Fixed Compensation. Such death benefit shall be paid to the
person or persons designated by Mr. Banks, or, in absence of any such
designation, to Mr. Banks' spouse. The death benefit described herein
shall be considered "life insurance coverage" referred to in Section
9.03(c)(ii).
3. Termination for Good Reason. Notwithstanding anything in the Current
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Agreement to the contrary, Mr. Banks may voluntarily terminate his employment
during the period commencing on the day after the occurrence of a Change in
Control and terminating six months after such Change in Control, upon a
determination by him that, as a result of the Change in Control, he is unable to
discharge his duties effectively. Such termination shall for all purposes of
the Current Agreement be treated as termination of employment pursuant to
Section 9.02(a)(iv) of the Current Agreement. The Termination Date in such
circumstances shall be the date Mr. Banks gives the Notice of Termination
hereunder.
4. Clarification and Amendment of Termination Compensation. Section
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9.03(c)(i)(A) of the Current Agreement shall be restated to read as follows:
(A) an amount equal to three times the sum of (a) the Fixed Compensation in
effect at the time his employment is terminated and (b) the higher of the
average annual Additional Compensation paid to Mr. Banks in the three years
preceding that in which the Termination Date occurs or the average annual
Additional Compensation paid in the three years preceding that in which the
Change in Control occurs; and a pro rata portion of Additional Compensation
for the fiscal year in which the termination of employment occurs, computed
as provided in subsection 9.03(b) above, and
5. Clarification of Certain Calculations of Additional Compensation. The
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portion of the Termination Compensation described in Section 9.03(c)(i)(B) of
the Current Agreement which refers to "compensation under Section 4 of this
Employment Agreement" is calculated by reference to the higher of the average
annual Additional Compensation paid to Mr. Banks in the three years preceding
that in which the Termination Date occurs or the average annual Additional
Compensation paid in the three years preceding that in which the Change in
Control occurs. The provision of Section 5(a) which refers to the "Additional
Compensation for the full fiscal year during which such termination occurs"
shall be calculated by reference to the average annual Additional Compensation
paid to Mr. Banks in the three years preceding that in which the Termination
Date occurs.
6. Status of Current Agreement. Except as specifically amended hereby, the
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terms and conditions of the Current Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
GROW GROUP, INC.
By /s/ Grow Group, Inc.
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/s/ Russell Banks
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Russell Banks
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