AMENDMENT TO EMPLOYMENT AND
NON-COMPETITION AGREEMENT
This Amendment
to Employment and Non-Competition Agreement (this
“Amendment”) is entered into between Encompass Group
Affiliates, Inc., f/k/a Advanced Communications Technologies, Inc.,
a Florida corporation (“Employer”), and Steven J.
Miller, an individual whose address is 2248 Home Again Road,
Apopka, FL 32712 (“Executive”), effective as of July
31, 2009.
BACKGROUND
Employer and
Executive are party to an Employment Agreement dated as of August
17, 2007 (the “Employment Agreement”), which sets forth
the terms and conditions of Executive’s employment with
Employer. Employer and Executive wish to amend the terms
of the Employment Agreement as set forth herein, and, hereafter,
references to the “Employment Agreement,”
“Agreement,” “herein,” or words of like
import in the Employment Agreement shall refer to the Employment
Agreement as amended hereby.
NOW, THEREFORE,
in consideration of the premises and the mutual agreements
contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. All
capitalized terms used herein and not defined herein shall have the
respective meanings assigned to them in the Employment
Agreement.
2. Paragraph
(d) of Schedule 1 of the Employment Agreement, containing the
definition of “Performance Bonus,” is hereby deleted in
its entirety and replaced with the following:
“Performance Bonus” means, with
respect to any fiscal year of Encompass Group Affiliates,
Inc.:
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(i) if Actual
EBITDA for such fiscal year is less than ninety percent
(90%) of the Target EBITDA for such fiscal year, zero;
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