Unassociated Document


     

    AMENDMENT NO. 2 TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT

     

     

    


    This Amendment No. 2 (“Amendment”) to
the Employment and Non-Competition Agreement dated as of August 17, 2007, as
amended (“Employment Agreement”) is entered into between Encompass Group
Affiliates, Inc., f/k/a Advanced Communications Technologies, Inc., a Florida
corporation (“Employer”), and John E. Donahue, an individual whose address is
527 W. 110 Street, #75, New York, NY 10025 (“Executive”), effective as of August
17, 2009.

    


    BACKGROUND

    


    Employer and Executive are party to 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.           Subject
to all of the other terms and conditions of the Employment Agreement, the
Employment Period is hereby extended to expire August 17, 2011.

    


    3.           Subject
to all of the other terms and conditions of the Employment Agreement, Employee’s
Base Salary for the period August 17, 2009 through the end of the Employment
Period shall be $250,000; provided however, that for the period beginning August
18, 2010 through the end of the Employment Period, Employee’s Base Salary shall
not be less than such amount, however Employee’s Base Salary may be increased at
the discretion of the Compensation Committee.

    


    4.           Commencing
as of August 17, 2009 and thereafter during the Employment Period, subject to
all of the other terms and conditions of the Employment Agreement, Executive’s
title and office shall be Executive Vice President and Chief Financial
Officer.

    


    5.           Paragraph
6.3(b) is hereby amended to provide follows:

    


    In the
event Executive’s employment is terminated by the Company for any reason other
than for Cause or by Executive for Good Reason at any time after the 270th day in
the then current fiscal year, a Performance Bonus shall be earned for that
fiscal year in accordance with Schedule 1, except
that the amount of such Performance Bonus shall be pro-rated by the number of
days (out of 365) that Executive remained employed by the Company in such fiscal
year. Any such Bonus shall be paid upon satisfaction of the conditions set forth
in Schedule 1
hereto and Section 4.2(a). In the event Executive’s employment is terminated by
the Company for any reason other than for Cause or by Executive for Good Reason,
a Success Bonus shall be earned if the conditions set forth in Schedule 1(h) occur
within three (3) months of such termination. Any such Bonus shall be paid in
accordance with Section 4.2(a). In the event that the Executive’s employment
with the Company is terminated by the Company without Cause (which shall not
include an election not to renew the Employment Term) or by Executive for Good
Reason, Company shall also pay Executive an amount of Base Salary (“Severance Payment”)
which would have been payable to Executive during the twelve (12) month period
immediately following the Termination Date (the “Severance Period”).
The Severance Payment shall be paid in accordance with the Company’s standard
payroll practices over the course of the Severance Period after the date on
which Executive incurs a “separation from service,” as such term is defined in
Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the
“Code”), and
regulations thereunder, from Employer (the “Separation Date”).
Except as provided in the preceding sentence, in the event that the Executive’s
employment with the Company is terminated by the Company without Cause (which
shall not include an election not to renew the Employment Term) or by Executive
for Good Reason, the Company shall have no further obligations or liabilities to
Executive for compensation whether under this Agreement or otherwise and
Executive’s right to further compensation and benefits hereunder (including, but
not limited to, unvested stock) shall immediately cease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    6.           The
parties acknowledge that provisions relating to “Special Bonus” do not apply to
any period of employment that occurs after January 1, 2008.

    


    7.           Except
as amended hereby, all terms and conditions as set forth in the Employment
Agreement shall remain in full force and effect.

    


    8.           This
Amendment may be executed in a number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument.

     

     

     

     

    
 

    [Signature
page follows]

    


    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed as of the date first above
written.

    
       

       

       

      
        
          	 	ENCOMPASS
      GROUP AFFILIATES, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Wayne
      I. Danson	 
	 	 	President
      & Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 
      	 
	 	

                  

                    JOHN E. DONAHUE

                  

                	 
	 	 	 	 
	 	 	 	 


        



      
        
          
          

        

        
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