Unassociated Document


    

      Exhibit
        10.4

      FIRST
        AMENDMENT TO 

      EMPLOYMENT
        AGREEMENT

      


      


      THIS
        FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the
        “Amendment”) is entered into as of the 21st
        day of
        July, 2005, (and effective as of June 30, 2005), by and between FIND/SVP,
        INC.,
        a New York corporation (the “Company”) and Marc Litvinoff
        (“Employee”).

       

      WHEREAS,
        the
        Company and the Employee are parties to an Employment Agreement entered into
        as
        of April 28, 2004 (the “Employment Agreement”); and

       

      WHEREAS,
        the
        Company and the Employee now desire to amend and modify certain terms and
        provisions of the Employment Agreement.

       

      NOW
        THEREFORE,
        for
        good and valuable consideration, the receipt and adequacy of which are hereby
        acknowledged, the parties agree as follows:

       

      1.  Defined
        Terms; Section References.Any
        capitalized term used, but not defined, in this Amendment shall have the
        meaning
        given thereto in the Employment Agreement. All section references herein
        refer
        to the applicable section of the Employment Agreement.

       

      2.  The
        date
“May 16, 2005” in Section 2.1 is deemed amended and replaced with “June 30,
        2007.”

       

      3.  Section
        3.1 is deemed amended in its entirety as set forth below: 

       

      3.1 (a) For
        the
        year ending June 30, 2006, Employee shall receive salary for his services
        at the
        rate of $255,000 per annum (“Base Salary”), payable
        in accordance with the Company’s normal payroll procedure for executive
        employees. On
        July
        1, 2006 and on July 1 of any subsequent Renewal Term, unless otherwise agreed
        to
        in writing, Employee's Base
        Salary
        shall be
        equal to at least the prior year’s Base
        Salary
        plus (i)
        the percentage increase in the consumer price index for all urban consumers
        in
        the New York metropolitan area during the prior twelve months multiplied
        by (ii)
        the prior year's base salary.

      


      (b) In
        addition to the Employee’s Base Salary, the Employee will be eligible to receive
        incentive compensation as follows:

      


      (i) Bonus
        target of 35% of Base
        Salary
        for
        calendar year 2005 upon the achievement of 100% of corporate EBITDA targets
        ($.10 per share after bonus payouts), and 75% of Base
        Salary
        for
        calendar year 2005 upon the achievement of 120% of corporate EBITDA
        targets.

      


      (ii) Bonus
        target of 35% of Base
        Salary
        for
        calendar year 2006 upon the achievement of 100% of corporate EBITDA targets
        ($.10 per share after bonus payouts), and 75% of Base
        Salary
        for
        calendar year 2006 upon the achievement of 120% of corporate EBITDA
        targets.

      


      (iii) An
        automobile allowance of $500.00 per month.

       

      
         

        
          
            
            

          

          
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      4.  Section
        3.5 is deemed amended in its entirety as set forth below:

       

      (a) In
        the
        event the Employee's employment by the Company is terminated for "cause"
        pursuant to Section 2.1(c) hereof, or by virtue of Section 2.1(d) hereof
        because
        the Employee voluntarily leaves the employ of the Company, the Employee shall
        be
        entitled to (i) the compensation provided for by Section 3.1(a) hereof, and
        (ii)
        compensation accrued pursuant to Section 3.1(b) hereof, in each case only
        up
        until the date of termination of his employment.

      


      (b) In
        the
        event the Employee's employment by the Company is terminated by the Company
        without cause, by the Employee for Good Reason, or as a result of a Nonrenewal
        Event or a Third Year Nonrenewal Event, the Employee (or his estate in the
        event
        such termination is due to the death of the Employee or the Employee dies
        subsequent to such termination) shall be entitled to receive (i) the
        compensation provided for in Section 3.1(a) hereof as may be adjusted upward
        and
        without taking into effect any Cash Compensation Reductions (as defined below)
        for the Severance Period (as defined herein) and (ii) any monies due and
        owing
        to the Employee pursuant to Section 3.1(b), provided that any benefit under
        Section 3.1(b)(ii) hereof shall only be provided for the Severance Period
        (collectively, the “Severance Benefit”). Subsequent to the Employee’s separation
        from employment, should the Company discover that the Employee had violated
        Section 2.1(c) or Section 4 hereof, the Company shall not pay, and Employee
        shall not be entitled to receive, any portion of the Severance Benefit. The
        “Severance Period” shall be a period of twelve (12) months from the date of
        termination.

      


      For
        purposes of this Agreement, a “Third Year Nonrenewal Event” shall occur in the
        event that the Employee ceases to continue employment with the Company after
        the
        expiration of the Renewal Term because the Company does not offer to continue
        the Employee’s employment hereunder for a fourth year on terms that are
        substantially the same as the terms contained in this Agreement, provided,
        however, that the cash compensation offered by the Company may be reduced
        (a
“Cash Compensation Reduction”) pro rata (but in no event less than 90% of the
        cash compensation provided hereunder) to the same extent that a majority
        of the
        members of the Company’s OMG shall also agree to accept a cash compensation
        reduction.

      


      5.  Section
        3.6 is amended by amending subsection 3.6(c) in its entirety and by adding
        a new
        subparagraph 3.6(d) at the end thereof as follows:

       

      (c) Effective
        as of July 1, 2005, the Company will grant to the Employee 50,000 shares
        of
        Restricted Stock under the Company’s 2003 Stock Incentive Plan (the “Plan”) or
        such other similar stock plan that the Company may have in place at the time,
        at
        an exercise price of $.01 per share.

       

      The
        restricted stock shall vest as follows: (i) 100% on the date the Average
        Closing
        Price exceeds three dollars and twenty five cents ($3.25) per share in the
        first
        year after grant of the award, (ii) 100% on the date the Average Closing
        Price
        exceeds four dollars ($4.00) per share in the second year after grant of
        the
        award or (iii) the date there is a Change of Control of the Company. For
        purposes of this Agreement, “Average Closing Price” shall mean the average
        closing price of the Company’s common stock quoted on the NASDAQ System or such
        other exchange where the Company’s common stock may be traded for fifteen (15)
        consecutive trading days. The number of shares granted and the target share
        price shall be adjusted for changes in the common stock as outlined in Section
        18.1 of the Plan or as otherwise mutually agreed in writing between the parties.
        The terms of the Restricted Stock granted under this subsection shall be
        set
        forth in a Restricted Stock Award Agreement attached hereto as Exhibit
        C.

       

       

      
        
          
          

        

        
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      For
        the
        purpose of this Agreement, a "Change of Control" shall mean the acquisition
        by
        any person, entity or "group," within the meaning of Section 13(d)(3) or
        14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") (excluding,
        for this purpose, Employee, any group (as defined above) of which Employee
        is a
        member, the Company or its subsidiaries, or any employee benefit plan of
        the
        Company or its subsidiaries which acquires beneficial ownership of voting
        securities of the Company) of beneficial ownership (within the meaning of
        Rule
        13d-3 promulgated under the Exchange Act) of more than 50% of either the
        then
        outstanding shares of common stock of the Company or the combined voting
        power
        of the Company's then outstanding voting securities entitled to vote generally
        in the election of directors.

       

      (d) Effective
        as of July 1, 2006, the Employee shall be awarded a minimum of 50,000 shares
        of
        Restricted Stock having terms and conditions substantially similar to the
        Restricted Stock described in (c) above.

       

      6.  Except
        as
        expressly amended by this Amendment, the Employment Agreement shall remain
        in
        full force and effect.

       

      7.  This
        Amendment shall be governed by, and construed in accordance with the laws
        of the
        state of New York applicable to contracts executed, and to be fully performed,
        in such state.

       

      8.  This
        Amendment may be executed in any number of counterparts and via facsimile,
        but
        all such counterparts will together constitute one and the same
        agreement.

       

      
         

        
          
            
            

          

          
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      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
        as of the day and year first written above.

      


      
        
          	
                  COMPANY:
                    

                   

                	 	
                  EMPLOYEE

                   

                
	
                  FIND/SVP,
                    INC.

                   

                   

                  By:         
                    /s/ David Walke

                  
                    

                  

                  Name:
                    David Walke

                  Title:
                    Chief Executive Officer

                   

                	 	
                   

                   

                  
/s/
Marc
                    Litvinoff 

                  
                    

                  

                  Marc
                    Litvinoff

                   

                


        

      

      


      


      
        
          
          

        

        
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      EXHIBIT
        C

       

      


       

      


      
        
          
          

        

        
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