exv10w16



 





Exhibit 10.16




SUPERIOR CONSULTANT HOLDINGS CORPORATION




Amendment to Employment Agreement



The Employment Agreement dated August 10, 1998, as amended, between Richard R.
Sorensen (“the executive, employee”) and Superior Consultant Company, Inc., a
Michigan Corporation (“the company”), is hereby amended as follows:





	1.	 	The section entitled “Salary” is deleted in its entirety and replaced by
the following:





Salary: The bi-weekly salary will be increased in accordance with (a) and
(b) below, subject to any payroll or other deductions as may be required
to be made pursuant to law, government order, or by written agreement with
or consent of the employee:




	 	a.	 	$8,673.08 effective with the first full payroll period
that occurs after achievement of the company’s first profitable*
quarter following the effective date of this Amendment to
Employment Agreement, and
	 
	 	b.	 	$8,884.62 effective with the first full payroll period
that occurs after achievement of the company’s second profitable*
quarter following the effective date of this Amendment to
Employment Agreement.





*For purposes of this Amendment to Employment Agreement, “profitable” is
defined as positive net income before income taxes.




	2.	 	A new section entitled “Change of Control” is added as follows:





Change in Control:




(a) Acknowledgment. Unless he elects to terminate his employment, the
Employee understands and acknowledges that the Company may be merged or
consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of the Company
hereunder.




(b) No Notice. In any Change in Control situation in which the Employee
has not received written notice at least fifteen (15) business days prior
to the anticipated closing date of the transaction giving rise to the
Change in Control that such successor is willing, as of the closing, to
assume and agree to perform the Company’s obligations under this
Agreement, then such Change in Control shall be deemed to be a termination
of employment by the Company and the Company shall pay the Employee the
Change in Control Payment (as that term is hereafter defined), in one lump
sum on or before the closing of the transaction giving rise to the change
in Control.




(c) Notice Received. In any Change in Control situation in which the
Employee has received written notice from the successor to the Company
that such successor is willing to assume the Company’s obligations
hereunder, the Employee may nonetheless, at his sole discretion, elect to
terminate employment by providing written notice to the Company at least
five (5) business days prior to the anticipated closing of the transaction
giving rise to the



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Change in Control. In such case, the Company shall pay the Employee the
Change in Control Payment in one lump sum on or before the closing of the
transaction giving rise to the Change in Control.



(d) Date of Termination. For purposes of applying subparagraphs (a) and
(b) above, the effective date of termination will be the closing date of
the transaction giving rise to the Change in Control and all compensation,
reimbursements and lump-sum payments due the Employee must be paid in full
by the Company at or prior to such closing.



(e) “Change in Control” Defined. A “Change in Control” shall be deemed to
have occurred if:



(i) any person other than the Company or any employee benefit plan of the
Company, acquires directly or indirectly the Beneficial Ownership (as
described in Section 13(d) of the Securities Exchange Act of 1934, as
amended) of any voting security of the Company and immediately after such
acquisition such Person is, directly or indirectly the Beneficial Owner of
voting securities representing 50% or more of the total voting power of
all of the then-outstanding voting securities of the Company;



(ii) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the company, a
reverse stock split of outstanding voting securities, or consummation of
any such transaction if stockholder approval is not sought or obtained,
other than any such transaction which would result in at least 75% of the
total voting power represented by the voting securities of the surviving
entity outstanding immediately after such transaction being Beneficially
Owned by at least 75% of the holders of outstanding voting securities of
the company immediately prior to the transaction, with the voting power of
each continuing holder relative to other such continuing holders not
substantially altered in the transaction; or



(iii) the stockholders of the company shall approve a plan of complete
liquidation of the Company or an Agreement for the sale or disposition by
the Company of all or a substantial portion of the Company’s assets (i.e.,
50% or more of the total assets of the Company.)



(f) Notice of Anticipated Change in Control. The Employee shall be
notified in writing by the Company at any time that the Company or any
member of its Board anticipates that a Change in Control may take place.



(g) Taxes, Interest or Penalties.



(i) The Employee shall be reimbursed by the Company or its successor for
any excise taxes and/or interest or penalties that the Employee incurs
under Section 4999 of the Internal Revenue code of 1986, as amended (or
any similar taxes, interest or penalties), as a result of any Change in
Control or the receipt of any amount paid or payable hereunder. Such
amount will be due and payable by the Company or its successor within (10)
days after the Employee delivers a written request for reimbursement
accompanied by a copy of his tax returns) showing the excise tax actually
incurred by the Employee.



(ii) Notwithstanding anything contained herein to the contrary, the
Employee shall have the right to refuse to accept amounts payable under
this section to the extent that such




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amounts would subject the Employee to, or render the Employee liable for,
any excise taxes and/or interests or penalties under Section 4999 of the
Internal Revenue Code of 1986, as amended (or any similar taxes, interest
or penalties).




(h) Change in Control Payment. As used herein the term “Change in Control
Payment” means an amount equal to three (3) times the full annual base
salary in effect for the year of termination.




	3.	 	This amendment becomes effective February 28, 2002. Terms of Employment
Agreement dated August 10, 1998, as amended, will prevail until February
27, 2002.




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	4.	 	Except as amended hereof, all terms and provisions of the Compensation
Agreement dated August 10, 1998, as amended, remain in full force and effect.




Signatures:



Acknowledged and accepted for Superior Consultant Company, Inc.



	 	 	 	 	 
	
	 	 	 	February 28, 2002
	
 
	 	
 
	 	
 
	Name
	 	Title
	 	Date






I hereby acknowledge that I have voluntarily entered into this Amendment to
Employment Agreement after having a full and adequate opportunity to review its
provisions.



Acknowledged and accepted




	 	 	 	 	 
	
	 	 	 	February 28, 2002
	
 
	 	
 
	 	
 
	Name
	 	Title
	 	Date







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