Sample Business Contracts

Employment Agreement [Amendment No. 1] - Inmark Enterprises Inc. and John P. Benfield

Employment Forms

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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 JOHN P.  BENFIELD,  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
President 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:

                   63 Murray Avenue
                   Port Washington, New York 11050

     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

     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 instrument.

     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/ John P. Benfield
                                            John P. Benfield