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EXHIBIT 10(r)
FIRST AMENDMENT
TO
NON-QUALIFIED SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
This First Amendment made as of March 22, 1999 to the NON-QUALIFIED
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT between MICHAEL SHEA (the
"Executive") and the COMPUTER HORIZONS CORP. (the "Company"), dated as of
March 22, 1999 (the "Agreement").
WHEREAS, the Executive and the Company have previously entered into the
Agreement;
WHEREAS, the Company and the Executive desire to amend the Agreement in
accordance with Section 12 thereof to provide for immediate vesting and
payment of retirement benefits upon a change of control of the Company.
NOW THEREFORE, the parties agree to amend the Agreement, effective as of
March 22, 1999 as follows:
1. Section 7 of the Agreement is amended by adding the following
paragraph at the end thereof:
"Notwithstanding the foregoing, the Company may establish
a "rabbi trust" as described in Rev. Proc. 92-64, 1992-2
C.B. 422 as promulgated by the Internal Revenue Service
("IRS") or any subsequent guidance issued by the IRS,
whereby trust assets will be held, subject to the claims
of the Company's creditors in the event of the Company's
insolvency, until paid to the Participating Employee
and/or any designated Beneficiary(ies) under the terms of
this Agreement."
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2. The second sentence of the first paragraph of Section 8 of the
Agreement is amended to read as follows:
"Except as provided in Section 7 hereof, the
Participating Employee and/or the designated
Beneficiary(ies) of the Participating Employee shall have
the right to receive payments specified under this
Agreement only from the Company and shall have no right to
any specific assets of the Company, or any specific or
special property separate from the Company, to satisfy or
discharge any claim for benefits."
3. Section 11 of the Agreement is amended in its entirety to read as
follows:
"11. ACCELERATION OF PAYMENTS. (a) The Company reserves
the right, in its sole and absolute discretion, to
accelerate the payment of any benefits payable under this
Agreement without the consent of the Participating
Employee, his estate, his designated recipients, or any
other person claiming through the Participating Employee.
(b) Notwithstanding anything else herein, upon the
occurrence of a Change of Control that occurs prior to the
date the Participating Employee's employment with the
Company terminates the Participating Employee shall be
fully vested in his Retirement Benefit set forth in
Paragraph 1 of this Agreement and such benefit shall be
paid to the Participating Employee (or if he dies prior to
payment, his designated Beneficiary(ies)) within 5 days
after the date on which the Change of Control occurs.
Notwithstanding the foregoing, in the event the
Participating Employee's employment is terminated without
Cause within ninety (90) days prior to the occurrence of a
Change of Control, such termination shall, upon occurrence
of the Change in Control, be deemed to be covered by the
preceding sentence. For purposes of this Agreement: (i)
"Change of Control" shall mean: (A) in the case where
there is an employment agreement in effect between the
Participating Employee and the Company that defines
"Change of Control", "Change of Control" as defined under
such employment agreement, or (B) in the case where there
is no employment agreement in effect between the
Participating Employee and the Company, or where there is
such an employment agreement, but the employment agreement
does not define "Change of Control", "Change of Control"
as defined in the Computer Horizons Corp. 1994 Incentive
Stock Option and Appreciation Plan as in effect on May 4,
1994" and (ii) "Cause" shall mean: (A) in the case where
there is an employment agreement in effect between the
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Participating Employee and the Company that defines
"Cause", "Cause" as defined in such employment agreement,
or (B) in the case where there is no employment agreement
in effect between the Participating Employee and the
Company, or where there is such an employment agreement
but the employment agreement does not define "Cause",
termination due to a Participating Employee's dishonesty,
fraud, insubordination, willful misconduct, refusal to
perform services (for any reason other than illness or
incapacity) or the Participating Employee's unsatisfactory
performance of his or her duties for the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
/s/ MICHAEL J. SHEA
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MICHAEL SHEA
COMPUTER HORIZONS CORP.
By: /s/ WILLIAM J. MURPHY
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