Unassociated Document


    


    


    Exhibit
10.1

    


    


    SECOND
AMENDATORY

    EMPLOYMENT
AGREEMENT

    


    


    SECOND AMENDATORY EMPLOYMENT
AGREEMENT (the “Amendatory Agreement”), dated as of September 25, 2009,
by and among KSW Mechanical Services, Inc., a Delaware corporation (the
“Company”), KSW, Inc., a Delaware corporation (“KSWI”) and Floyd Warkol
(“Warkol”).

    


    


    WITNESSETH:

    


    


    WHEREAS, Warkol is employed by
the Company and KSWI pursuant to an Employment Agreement, dated as of January 1,
2006, by and among the Company, KSWI and Warkol (the “Employment
Agreement”).

    


    WHEREAS, the Company, KSWI and
Warkol have previously provided for the extension of the Term of the Employment
Agreement through December 31, 2009.

    


    NOW, THEREFORE, in
consideration of the mutual premises contained herein, the parties hereto hereby
agree as follows:

    


    1.           All
terms used herein that are defined in the Employment Agreement shall have the
meanings provided therein, unless otherwise defined herein.  The
Employment Agreement is amended as follows:

    


    2.           The
Term of the Agreement is extended through December 31, 2011.

    


    3.           Section
2.2 of the Employment Agreement is amended to read:

    


    “2.2 Bonus.  In
addition to the base salary set forth in paragraph 2.1 hereof, for the years
2010 and 2011, Warkol shall receive each year an amount equal to 9.5% of the
annual profits, before taxes, of the Company which are in excess of $100,000, to
be paid within 75 days after the end of each calendar year.  For the
purpose of this Agreement, pretax profit shall exclude any bonuses due to Floyd
Warkol.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.           Section
2.3 (h) of the Employment Agreement is amended to read:

    


    “(h)  The Company shall
provide to Warkol such additional compensation, fees, bonus or other forms of
compensation as the Compensation Committee of the Board of Directors in its sole
discretion shall authorize or agree to pay, payable on such terms and conditions
as it shall determine, structured in a manner as to comply with IRS Section
409A.”

    


    5.           Except
as specifically amended or modified herein, all of the terms and provisions of
the Employment Agreement shall remain in full force and effect.

     

    


    IN WITNESS WHEREOF, each of
Warkol, the Company, and KSWI has executed this Agreement, or caused this
Agreement to be executed
by its duly authorized officer as of the date first written above.

    
 

    
      
        
          
            
              
                
                  
                    	KSW,
      INC. COMPENSATION COMMITTEE   	 	 	KSW
      MECHANICAL SERVICES, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                            
                              /s/
      John Cavanagh 

                            

                          	 	By:	
                            /s/
      Richard W. Lucas

                          	 
	 	
                            John
      Cavanagh 

                          	 	 	
                            
                              Name:  Richard
      W. Lucas

                              Title:  Chief
      Financial Officer

                            

                          	 
	 	
                             

                          	 	 	
                             

                          	 


                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                	 	 	 	 	 	 
	By:	
                        /s/
      Stanley Kreitman 

                      	 	 	
                        /s/ Floyd
      Warkol

                      	 
	 	
                        
                          Stanley
      Kreitman 

                        

                      	 	 	
                        
                          Floyd
      Warkol

                        

                      	 
	 	
                         

                      	 	 	
                         

                      	 


              

            

          

        

      

       

    

    
      
        
          
            
              
                
                  
                    	 	 	 	 	 	 
	By:	
                            /s/
      Warren
      O. Kogan

                          	 	 	
                             

                          	 
	 	
                            Warren
      O. Kogan