Exhibit 99.1
AMENDMENT #1
TO
EXECUTIVE EMPLOYMENT AGREEMENT
Reference is made to the Executive
Employment Agreement (the “Agreement”) dated
July 1, 2005, by and among Segmentz, Inc., a Delaware
corporation (currently known as Express-1 Expedited Solutions,
Inc., the “Company”), and Mike Welch (the
“Executive”). The Company and the Executive are
referred to collectively herein as the “Parties.” All
capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement.
1. Term . The Parties
hereby agree that Section 4 of the Agreement is hereby deleted
and replaced with the following:
“
Term . The Term of employment hereunder will commence on the
date as set forth above and will terminate on July 1,
2011.”
2. Salary . The Parties
hereby agree that Section 5(a) of the Agreement is hereby deleted
and replaced with the following:
“a. The
Executive shall be paid a base salary (the “Base
Salary”) at an annual rate of $200,000. The Base Salary shall
be reviewed annually throughout the Term by the Company’s
Compensation Committee and may be raised in its sole
discretion.”
3. Bonus . The Parties
hereby agree that Section 5(b) of the Agreement is hereby deleted
and replaced with the following:
“c.
Performance Based Bonus . As additional compensation, the
Executive shall be entitled to receive a bonus
(“Bonus”) for each year during the Term of the
Executive’s employment by the Company, and based upon the
Company’s executive bonus plan as adopted and amended from
time-to-time by the Company’s Board of Directors. The amount
any Bonus shall be determined based upon performance targets set
annually by the Company’s Compensation
Committee.”
4. Reimbursement of Club
Dues . The Parties hereby agree that the following shall be
added to the Agreement as Section 5(h):
“h.
Reimbursement of Club Dues . The Executive will be
reimbursed up to $750 per month towards the cost of country club
dues at a country club of the Executive’s choice.
5. Definition of
“Cause” . The Parties hereby agree that
Section 6(c)(3) of the Agreement is hereby deleted, and that
Section 6(c)(2) of the Agreement is hereby deleted and
replaced with the following:
“(2)
“ Cause ” shall mean:
(A) Executive’s material
violation of any of the provisions of this Agreement, or the rules,
policies, and/or procedures of the Company,
or commission
of any material act of fraud, misappropriation, breach of fiduciary
duty or theft against or from the Company, if such violation is not
cured as soon as is reasonably practical, and in any event within
thirty (30) days after written notice from the Company, or if
Executive commits the same violation within twelve (12) months
of receiving any such notice.
(B) Executive’s violation of
any law, rule or regulation of a governmental authority or
regulatory body with jurisdiction over the Company or Executive
relative to the conduct of Executive in connection with the
Company’s business or its securities, if such violation is
not cured as soon as is reasonably practical, and in any event
within thirty (30) days after written notice from the Company,
or if Executive commits the same violation within twelve
(12) months of receiving any such notice.
(C) The conviction of Executive of a
felony under the laws of the United States of America or any state
therein.”
6. Termination Following a
Change of Control . The Parties hereby agree that Section 6(f)
of the Agreement is hereby deleted and replaced with the
following:
“f.
Change in Control . If, within one year after a Change in
Control, the Company terminates Executive’s employment with
the Company without Cause, OR Executive voluntarily terminates such
employment with Good Reason, the following provisions will
apply:
(1) An
amount equal to the sum of (1) Executive’s aggregate
Base Salary (at the rate most recently determined) for a period
equal to one year (the “ Severance Period ”),
and (2) an amount equal to the greater of
(A) Executive’s Bonus payments for the year preceding
the date of termination, and (B) the annual average of
Executive’s Bonus payments during the two (2) years
immediately preceding the date of termination, shall be paid to, or
in trust for, Executive pursuant to Section 6(f)(7) in a lump
sum within 30 days after the date of termination.
(2)
Executive shall receive any and all benefits accrued under any
Incentive Plans and Benefit Plans to the date of his termination,
the amount, form and time of payment of such benefits to be
determined by the terms of such Incentive Plans and Benefit Plans,
and for purposes of such plans, Executive’s employment shall
be deemed to have terminated by reason of retirement.
(3) The
Company agrees that for purposes of all Incentive Plans and Benefit
Plans Executive shall be given service credit for all purposes for,
and shall be deemed to be an employee of the Company during, the
Severance Period, notwithstanding his inability to render services
by reason of death or disability during the Severance Period or the
fact that he is not an employee of the Company during the Severance
Period; provided that, if the terms of any of such Incentive Plan
or Benefit Plan do not permit such credit or deemed employee
2
treatment, the
Company will make identical payments and distributions outside of
the Plans.
(4)
During the Severance Period Executive and his dependents will
continue to be covered by all health, dental, disability, accident
and life insurance plans or arrangements made available by the
Company in which he or his dependents were participating
immediately prior to the date of his termination as if he continued
to be an employee of the Company, provided that, if participation
in any one or more of such plans and arrangements is not possible
under the terms thereof, the Company will provide substantially
identical benefits. Executive’s right to continuation of
coverage under the health insurance plan of employer pursuant to
Section 4980B (or any successor section) shall commence at the
end of the Severance Period.
(5) No
payments or benefits payable to or with respect to Executive during
the Severance Period pursuant to this Section 6(f) shall be
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