THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT
BETWEEN
FINE HOST CORPORATION
NORTHWEST FOOD SERVICE, INC.
AND
ROBERT F. BARNEY
This Amendment to Employment Agreement is entered as of this 28th day
of May 1998, by and among Fine Host Corporation ("Fine Host"), Northwest
Food Service, Inc. (the "Company"), and Robert F. Barney (the "Executive").
WHEREAS, Fine Host, the Company, and the Executive are parties to that
certain Employment Agreement made as of June 30, 1995, as amended on July 1,
1996 and further amended on March 17, 1997 (collectively the "Employment
Agreement"); and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Employment Agreement; and
WHEREAS, the parties wish to modify and amend certain provisions of the
Agreement.
NOW, THEREFORE, the parties intending to be legally bound thereby,
mutually agree as follows:
1. Section 1. Employment. Add the following:
Notwithstanding the foregoing, as of July 1, 1998, Executive
shall be required to devote one-half of his business time to
Company affairs, reporting directly to Mark Simkiss - Group
President Education and Business Dining of Fine Host.
Accordingly, Executive hereby relinquishes his title as Group
President - Education and Business Dining. As of July 1, 1998,
Executive shall not be required to work from the Company's
Greenwich, Connecticut office although Executive understands
and agrees that he may be required to travel there and
elsewhere from time to time for business reasons. Executives
principal offices shall be located in Saratoga Springs, New
York and Ketchum, Idaho as of July 1, 1998.
2. Section 3(a) shall be deleted and the following shall be
substituted therefor:
"(a) As compensation for the performance of the
Executive's services hereunder, the Company shall pay
to the Executive a base salary of $100,000 per annum
commencing as of July 1, 1998. The Salary (the
"Salary") shall be payable in accordance with the
payroll practices of the Company as the same shall
exist from time to time. Provided that Executive is
ready, willing and able to perform his obligations
and is otherwise in compliance with the terms hereof,
Company acknowledges that it has no right to reduce
or eliminate the Salary even if the Company elects
not to utilize Executive's services during the term
hereof."
3. Section 4. Exclusivity shall be deleted and the following
substituted therefor:
"During the Employment Term, the Executive shall
devote himself to the business of the Company
half-time, shall faithfully serve the Company, shall
in all respects conform to and comply with the lawful
and reasonable directions and instructions given to
him by the Board of Directors in accordance with the
terms of this Agreement, shall use his best efforts
to promote and serve the interests of the Company and
shall not engage in any other business activity,
whether or not such activity shall be engaged in for
pecuniary profit for more than half-time except that
the Executive may (i) participate in the activities
of professional trade organizations related to the
business of the Company and (ii) engage in personal
investing activities, provided that activities set
forth in these clauses (i) and (ii), either singly or
in the aggregate, do not interfere in any material
respect with the services to be provided by the
Executive hereunder."
4. Section 5. Reimbursement for Expenses. The last sentence of
Section 5 shall be deleted, and the following shall
be substituted therefor:
"The Executive shall receive an aggregate of
$35,000.00 for relocation expenses payable as
follows: $15,000.00 in July, 1998 and $20,000 on
June 30, 1999."
5. Section 6(f) Payments. Delete the last two sentences of
Section 6(f) related to relocation and consulting services.
6. Section 17 Expiration. Delete Section 17.
7. Confirmation and Integration. Except as expressly amended by
this Amendment, the parties hereby confirm and ratify the
Employment Agreement in its entirety. The Employment
Agreement, as amended by this Amendment, constitutes the
entire agreement among Fine Host, the Company, and the
Executive pertaining to the subject matter of the Employment
Agreement, as so amended, and supersedes all prior and
contemporaneous agreements and understandings of Fine Host,
the company, and the Executive in connection therewith.
8. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Idaho
without regard to its conflicts of laws provisions.
9. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall constitute an
original and all of which together shall constitute but one
and the same original document.
10. Headings. The section headings herein are for convenience
only and do not define, limit or construe the contents
of such sections.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first stated above.
NORTHWEST FOOD SERVICE, INC. FINE HOST CORPORATION
By: /s/ Gerald P. Buccino By: /s/ Gerald P. Buccino
--------------------- ---------------------
Name: Gerald P. Buccino Name: Gerald P. Buccino
Title: President and CEO Title: President and CEO
Robert F. Barney