Employment Agreement [Amendment No. 1] - Ramp Corp. and Mitchell M. Cohen
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 dated as of June 1, 2004 (this "AMENDMENT NO. 1")
to Executive Employment Agreement dated as of November 17, 2003 (the "EMPLOYMENT
AGREEMENT"), between Ramp Corporation, (f/k/a Medix Resources, Inc.), a Delaware
corporation with an address at 33 Maiden Lane, New York, New York 10038 (the
"COMPANY"), and Mitchell M. Cohen (the "EXECUTIVE").
WHEREAS, the Company and the Executive having entered into the
Employment Agreement, and desiring to amend the Employment Agreement, do hereby
agree as follows:
1. Amendment. The Employment Agreement is hereby amended to:
(a) replace the Company's former name, Medix Resources, Inc., in the
first paragraph and in the signature with the name Ramp Corporation.
(b) add the following to the end of Section 5(c)(i):
"Notwithstanding the foregoing in this Section 5(c)(i),
Executive shall continue to be entitled to all benefits to
which Executive shall be entitled under this Section 5(c)(i)
immediately prior to a change in control of the Company for a
period of two years after such change in control."
(c) add a new Section 5(d) as follows:
"(d) If a change in control of the Company occurs and if
within 365 days thereafter Executive's employment hereunder
shall be terminated by the Company without Cause, then, in
addition to all other payments and benefits provided for
elsewhere in this Agreement:
(i) the Company shall pay or cause to be paid to
Executive, cash compensation in an amount equal to twice
Executive's then current Base Salary on the date of such
termination of Executive's employment;
(ii) the Company shall pay or cause to be paid to
Executive, a cash performance bonus in an amount equal to
twice the aggregate amount of cash which Executive was
entitled to receive from the Company as bonus compensation
with respect to the twelve-month period immediately preceding
the date of termination of Executive's termination hereunder;
and
(iii) Any unvested Options described in Section 5 hereof
shall vest and become exercisable immediately and remain
exercisable for the remaining original term of the Options.
(iv) Notwithstanding subsections (i) and (ii) above, if
the change in control shall result from the sale of the
Company for less than Thirty One Million Dollars
($31,000,000), each such subsection shall be interpreted as if
the word "twice" had been omitted."
(d) add a new Section 5(e) as follows:
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"(e) For the purpose of this Amendment, a "change in
control" means: (A) the direct or indirect acquisition,
whether in one or a series of transactions by any person (as
such term is used in Section 13(d) and Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT")), or related persons constituting a group (as such term
is used in Rule 13d-5 under the Exchange Act), of (1)
beneficial ownership (as defined in the Exchange Act) of
issued and outstanding shares of stock of the Company, the
result of which acquisition is that such person or such group
possesses in excess of 25% of the combined voting power of all
then-issued and outstanding stock of the Company, or (2) the
power to elect, appoint, or cause the election or appointment
of at least a majority of the members of the Board (or such
other governing body in the event the Company or any successor
entity is not a corporation); (B) a merger or consolidation of
the Company with a person or a direct or indirect subsidiary
of such person, provided that the result of such merger or
consolidation, whether in one or a series of related
transactions, is that the holders of the outstanding voting
stock of the Company immediately prior to the consummation of
such transaction do not possess, whether directly or
indirectly, immediately after the consummation of such merger
or consolidation, in excess of 25% of the combined voting
power of all then-issued and outstanding stock of the merged
or consolidated person, its direct or indirect parent, or the
surviving person of such merger or consolidation; or (C) a
sale or disposition, whether in one or a series of
transactions, of all or substantially all of the Company's
assets."
(e) replace the name and address as to where notices to the Company
shall be addressed in Section 18 with the following:
"if to the Company:
Ramp Corporation
33 Maiden Lane
New York, New York 10038
Tel: (212) 440-1500
Fax: (212) 504-0870
Attention: Andrew Brown
with a copy to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Tel: (212) 451-2216
Fax: (646) 349-1665
Attention: Peter B. Hirshfield, Esq."
2. Ratification; Conflicts. Except as specifically amended hereby,
nothing herein shall otherwise modify, reduce, amend or otherwise supplement the
terms and provisions of the Employment Agreement which are hereby ratified and
affirmed and shall remain in full force and effect in accordance with its terms.
In the event of any conflict between any provision of this Amendment No. 1 and
any provision of the Employment Agreement, the provisions of this Amendment No.
1 shall be controlling.
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3. Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of laws.
4. Counterparts. This Amendment No. 1 may be executed in multiple
counterparts, each of which shall be an original but all of which together shall
constitute one and the same Amendment No. 1.
IN WITNESS WHEREOF, the Company and the Executive have duly executed
this Amendment No. 1 as of the date first above written.
EXECUTIVE: COMPANY:
By: __________________________ By: ___________________________________
Mitchell M. Cohen Andrew Brown
Chairman of the Board, Chief
Executive Officer and President