Sample Business Contracts

Employment Agreement [Amendment No. 1] - Inmark Enterprises Inc. and Paul A. Amershadian

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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     FIRST  AMENDMENT TO EMPLOYMENT  AGREEMENT,  dated as of May 2, 1997, by and
between  INMARK  ENTERPRISES,  INC., a Delaware  corporation  formerly  known as
Health Image Media, Inc.  ("Company"),  and PAUL A.  AMERSHADIAN,  an individual

                              W I T N E S S E T H:

     WHEREAS,  Company  and  Employee  are  parties to that  certain  Employment
Agreement,  dated  September  29,  1995,  pursuant to which  Employee  serves as
Executive Vice President-Marketing and Sales of Company (the "Agreement");

     WHEREAS,  pursuant to a resolution  adopted by Company's Board of Directors
on October 16, 1996,  Company  authorized the increase of Employee's annual base
salary from $200,000 to $220,000; and

     WHEREAS,  Company and Employee  desire to extend the term of the  Agreement
until  September 28, 2001, to confirm the amendment to the Agreement  increasing
Employee's  annual base salary from $200,000 to $220,000  effective  October 16,
1996, and to delete the provision limiting Company's  liability upon termination
of Employee's  employment other than as a result of disability or for cause, all
as set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements set forth herein, Company and Employee agree follows:

     1.  Paragraph 3 of the Agreement is hereby  amended and restated to read in
its entirety as follows:

                3. Term.  This  Agreement  shall be for a term of six (6) years,
        commencing  on  September  29, 1995 and ending on  September  28,  2001,
        unless sooner  terminated as hereinafter  provided.  Unless either party
        elects to  terminate  this  Agreement  at the end of the original or any
        renewal term by giving the other party notice of such  election at least
        sixty (60) days before the  expiration  of the then current  term,  this
        Agreement shall be deemed to have been renewed for an additional term of
        one (1) year  commencing  on the day  after the  expiration  of the then
        current term.


                2.  Paragraph  4 (a) of the  Agreement  is  hereby  amended  and
        restated to read in its entirety as follows:

                        (a) For all of the  services  rendered  by  Employee  to
                Company  and its  subsidiaries,  Employee  shall  receive a base
                salary at the annual  rate of (i) Two Hundred  Thousand  Dollars
                ($200,000)  for the  period  from  September  29,  1995  through
                October 15, 1996, and (ii) Two Hundred Twenty  Thousand  Dollars
                ($220,000)  for the period from  October  16,  1996  through the
                expiration or earlier termination of this Agreement.  Employee's
                base salary shall be payable in reasonable periodic installments
                in accordance with Company's regular payroll practices in effect
                from time to time.

                3.  Paragraph 9 of the  Agreement is deleted in its entirety but
        Paragraphs 10 through 14 shall remain  numbered as Paragraphs 10 through

                4. The  reference to Paragraph 11 on the tenth line of Paragraph
        12(a) shall be corrected to be a reference to Paragraph 12.

                5. Clauses (i) and (ii) of Paragraph  14(c) of the Agreement are
        hereby amended and restated to read in their entirety as follows:

                   (i)    If to Company:

                   Inmark Enterprises, Inc.
                   One Plaza Road
                   Greenvale, New York 11548
                   Attention:   Chairman

                   with a copy, given in the manner prescribed above to:

                   Kronish, Lieb, Weiner & Hellman LLP
                   1114 Avenue of the Americas
                   New York, New York 10036-7798
                   Attention:   Joseph S. Hellman, Esq.

                   (ii)    If to Employee:

                   4 Kingswood Way
                   Manalapan, New Jersey 07726

                6.  Except  as  specifically  provided  herein,  all  terms  and
        conditions of the Agreement  shall remain in full force and effect,  and
        are hereby ratified and confirmed in all


        respects by Company and Employee unless otherwise  specifically amended,
        waived or changed pursuant to the terms and conditions of the Agreement.
        Except as specifically  provided herein, this Agreement is not a consent
        to any waiver or modification of any term or condition of the Agreement.

                7. In the event of any  inconsistency  between the terms of this
        First Amendment and the Agreement, this First Amendment shall govern.

                8. This First  Amendment and the rights and  obligations  of the
        parties  hereunder shall be construed in accordance with and be governed
        by the laws of the  State of New  York,  without  giving  effect  to its
        conflicts of law principles.

                9. If any provision of this First  Amendment is determined to be
        unenforceable or invalid under applicable law, such  unenforceability or
        invalidity shall not affect the  enforceability or validity of any other
        provision  of this First  Amendment,  and the parties  hereto  expressly
        agree  that such  unenforceable  or  invalid  provision  shall be deemed
        severed from this First Amendment.

                10.  This  First  Amendment  may be  executed  in any  number of
        counterparts,  and by the  different  parties  hereto  on  the  same  or
        separate  counterparts,  each of which shall be deemed to be an original

     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above written.

                                        INMARK ENTERPRISES, INC.

                                        By:     /s/ Donald A. Bernard
                                        Name:   Donald A. Bernard
                                        Title:  Executive Vice President

                                        /s/ Paul A. Amershadian
                                        Paul A. Amershadian