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Exhibit 10.3
April 14, 1998
Visual Edge Systems Inc.
2424 North Federal Highway
Suite 100
Boca Raton, Florida 33431
Attention: Mr. Earl Takefman
Dear Earl:
Reference is made to the Executive Employment Agreement, dated July 1, 1996 (the
"Employment Agreement"), between Visual Edge Systems Inc. (the "Company") and
Earl Takefman (the "Employee"). Capitalized terms not defined herein shall have
the meanings set forth in the Employment Agreement.
The Company and the Employee hereby agree as follows:
1. The paragraph numbers of each Section are amended to properly coincide with
the Section number. More specifically, paragraphs from Sections 2, 3, 4, 8 and
9.
2. Section 3.1 of the Employment Agreement is amended to read 2.1 and as
follows:
"Unless this Agreement is terminated upon Employee's resignation, death or
permanent disability or incapacity or for Cause (as hereinafter defined), this
Agreement shall remain in effect from April 1, 1998 until December 31, 2000."
3. Section 3.2 of the Employment Agreement is amended to read 2.2 and as
follows:
"This Agreement shall automatically be renewed after December 31, 2000 for
additional twelve (12) month periods commencing on the 1st day of January and
terminating on the 31st day of December of each year, unless one party shall
have given notice to the other party, in writing, not later than September 30th
of any year thereafter, of its election to terminate this Agreement as of
December 31st of that year."
4. Section 3.3 of the Employment Agreement is amended to read 2.3 as follows:
"In the event that the Company elects to terminate this Agreement other than for
Cause, the Company agrees to pay the Employee twelve (12) months severance pay
from the date of termination or the compensation due for the remainder of the
term of the Agreement, whichever is greater as liquidated damages for such
termination. The severance pay calculation shall be based upon the Employee's
monthly base Salary (as hereinafter defined) in the month of the termination. In
order for the termination to become effective, the Company must remit the
severance pay in its entirety, without any deductions for claims, set-offs,
disagreements, etc."
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5. Section 3.4 of the Employment Agreement is amended to read 2.4 as follows:
"For the purposes of this Agreement, "Cause" shall mean: (i) the conviction of
the Employee of a felony or an indictable offense under United States laws, (ii)
the misappropriation or embezzlement of funds by the Employees or (iii) the
Employee is materially impaired from performing his duties hereunder because of
alcohol, drug or any substance abuse."
6. Section 4.1 of the Employment Agreement is amended to read as 3.1 and
follows:
"In consideration of the services to be rendered by the Employee to the Company
under this Agreement, the Company shall pay to the Employee an annual base
salary (such annual base salary being hereinafter referred to as the "Salary")
of $175,000 payable monthly. The Salary shall be increased to $200,000 on
January 1, 1999 and $225,000 on January 1, 2000."
7. The parties acknowledge that of the 250,000 stock options granted to the
Employee under the 1996 Stock Option Plan, 150,000 of the options have already
vested due to the achievement by the Common Stock on February 7, 1997 of a
specified market price threshold. The parties acknowledge that with respect to
the remaining 100,000 options, the Compensation Committee has agreed to
accelerate vesting, so that all 250,000 stock options granted to Employee shall
be fully vested. The parties acknowledge that the exercise price for all options
has been repriced to $3.00 per share.
8. Section 12.2 of the Employment Agreement is amended to read 9.2 and as
follows:
"This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida."
9. Except as specifically modified hereby, the terms and conditions of the
Employment Agreement, as originally executed, shall remain in full force and
effect.
Yours very truly,
VISUAL EDGE SYSTEMS INC.
By: Richie Parker
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Name:
Title: President
The foregoing is hereby
agreed to:
/s/ Earl Takefman
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Earl Takefman