**Exhibit 10.47**

 

**AMENDMENT TO EMPLOYMENTAGREEMENT**

 

THISAMENDMENT TO EMPLOYMENT AGREEMENT (this “**Amendment**”) is made and entered into as of the 16th day of January,2018, by and between Marquis Industries, Inc., a Georgia corporation (the “**Company**”), and Timothy A. Bailey(“**Bailey**”).

 

WHEREAS,the Company and Executive have entered into an employment agreement, effective as of July 6, 2015 (the “**Employment Agreement**”);and

 

WHEREAS,the Company and Executive desire to amend the Employment Agreement in the manner reflected herein.

 

Inconsideration of the mutual promises, covenants and agreements herein contained, intending to be legally bound, the parties agreeas follows:

 

1.       Section1 of the Employment Agreement hereby is amended to add the following sentence at the end thereof:

 

“Effective as of July 6, 2018, Baileyshall resign his position as Chief Executive Officer of Marquis and, commencing on such date and continuing through December 31,2018 (the “Extended Term”), Bailey shall continue as an employee of Marquis and serve solely as an advisor to the Board.”

 

2.       Section2 of the Employment Agreement hereby is amended by deleting such section in its entirety and by substituting in lieu thereof thefollowing:

 

“**2. Term.**

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Bailey shall be employedby Employer hereunder for a term commencing on the Effective Date and continuing through the end of the Extended Term, unless terminatedearlier pursuant to Section 5 (other than (x) Sections 5(i) and (iv) in the first paragraph of Section 5 and (y) the second paragraphof Section 5, neither of which shall not be applicable during the Extended Term) or Section 6 of this Agreement. The period duringwhich Bailey is employed by Employer hereunder is referred to herein as the “Term”.”

 

3.       Section3 of the Employment Agreement hereby is amended to add the following sentence at the end thereof:

 

“**3.Salary and Benefits.**

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The parties acknowledgeand agree that Bailey’s annual salary was increased from One Hundred Sixty-five Thousand Dollars ($165,000) to Two HundredTwenty-Five Thousand Dollars ($225,000) and, up and through July 5, 2018, Bailey shall continue to receive such amount as an annualsalary. During the Extended Term, Bailey shall be paid an aggregate amount of One Hundred Fifty Thousand Dollars ($150,000), payablein equal periodic installments in accordance with the Employer’s customary payroll practices. For the avoidance of doubt,during the Extended Term, Bailey shall continue to receive (i) a fringe benefits package that, taken as a whole, is economicallycomparable to that which he enjoyable at Marquis prior to the Effective Date, subject to the terms and conditions of the appropriateplans and (ii) a car allowance of One Thousand Dollars ($1,000) per month.

 

Unless Marquis terminatesBailey for Cause (as defined in this Agreement), Marquis acknowledges and agrees to pay the cost of Bailey’s family medicalinsurance coverage during the COBRA Period. “COBRA Period” means the earlier to occur of: (a) eighteen (18) monthsafter the termination of this Agreement, (b) the date he is eligible to enroll in the health, dental and/or vision plans of anotheremployer or (c) if the Company in good faith determines that such payments would result in a discriminatory health plan pursuantto the Patient Protection and Affordable Care Act of 2010, as amended, and any guidance or regulations promulgated thereunder.”

 

 

 

 

 

3.       Section4 of the Employment Agreement hereby is amended to add the following sentence at the end thereof:

 

“During theExtended Term, Bailey shall serve at the pleasure of the Board on an “as needed” basis.”

 

4.       Exceptas specifically amended hereby, the Employment Agreement shall remain in full force and effect.

 

5.       ThisAmendment may be executed in counterparts, each of which will be deemed an original, but all of which together will constituteone and the same instrument.

 

 

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Amendment as of the date first written above.