Exhibit 10.2


 


First Amendment to

Employment Agreement Between

Minuteman International, Inc. and

Gregory J. Rau


 


Pursuant to the Board of Directors Resolution of May 2, 2003, the
Board of Directors of Minuteman International, Inc., with Thomas J. Nolan and Gregory
J. Rau abstaining, unanimously approved the foregoing First Amendment to
Employment Agreement of Gregory J. Rau dated July 13, 2001, (“Employment
Agreement”).  Minuteman International,
Inc. (Employer) and Gregory J. Rau (Employee) hereby agree to the amend the
Employment Agreement as follows:


 


1.                    Section 3 Compensation:  The provisions for payment to the Employee
of commissions on consolidated net sales and consolidated profits (“Profit
Bonus”), specifically Section 3. B. (1) and (2) are hereby eliminated and these
provisions are stricken in their entirety effective January 1, 2003.  In consideration thereof, Section 3. A.,
Salary, is hereby amended to provide the Employee’s Salary is increased
effective January 1, 2003 to Two Hundred Fifty Thousand Dollars
($250,000.00) per year for the remainder of the Term, payable in equal semi-
monthly installments on the normal payroll dates of the Employer less
appropriate withholding for taxes. Further, the Employee may be eligible for
annual discretionary bonus compensation as determined by the Employer’s
Compensation Committee in accordance with its Management Incentive Plan for
Executive Officers and as approved by the Board of Directors.


 


2.                    In consideration of the above
amendment to Section 3, all references in the Employment Agreement to payment
upon termination of the Employee’s employment to “commissions earned”, “profit
bonus” and “commissions and profit bonus” in Section 5, Termination by the
Employee, and Section 6, Termination by the Employer, are eliminated and shall
be stricken.


 


3.                    Section 4, Restrictive Covenant,
the amount of consideration paid to the Employee is hereby amended to eliminate
reference to “salary” and instead state the full amount of consideration to be
paid as follows:


 


“In addition to any payments which may be rendered pursuant to the
Employee’s termination from employment as stated at Paragraphs 5 and 6, in the
event that the Employee is terminated without cause or the Employee terminated
the Agreement for Good Reason as more fully defined below, the Employer shall
pay to the Employee the sum of One Hundred Fifty Thousand Dollars
($150,000.00), less withholding for payment of taxes, in equal monthly
installments for the twelve month period following his termination of
employment.”


 


4.                    Section 5 (A) Voluntary
Termination, Termination by the Employee, shall be amended to include that in
the event of termination, the Employer shall be obligated to pay the Employee
all sums for salary earned as of the Employee’s last date of employment as well
as a discretionary bonus prorated based upon the number of days employed in the
current calendar 


 

















 


year based upon the amount paid as a discretionary bonus as approved by
the Board of Directors during the preceding calendar year.


 


5.                    Section 5 (B), Termination for Good
Reason, Termination by the Employee, and Section 6 (B), Termination Without
Cause, Termination by the Employer, shall be amended to provide in the event of
termination, the Employer shall continue to pay the Employee his salary as
reduced to Seventy Five percent (75%) and Seventy Five percent (75%) of the
prior year’s discretionary bonus as approved by the Board of Directors, less
withholding for taxes, based upon the preceding year’s audited Annual Financial
Statement in equal monthly installments for the remainder of the term.


 


6.                    Section 6(C), Termination Due to
Death or Disability, Termination by the Employer, shall be amended to provide
that in the event of termination due to death or disability, the Employer shall
also provide a prorated discretionary bonus based upon the number of days
employed in the current calendar year based upon the amount paid as a
discretionary bonus as approved by the Board of Directors during the preceding
calendar year, but in no event shall this amount be less than Seventy Five
percent (75%) of the discretionary bonus paid for the preceding year.


 


Notwithstanding the above First Amendment to the Employment Agreement,
all other terms and conditions of the Employment Agreement shall remain in full
force and effect. In the event of any ambiguity between the terms of the First
Amendment and the Employment Agreement, the terms and conditions of the First
Amendment shall control the final resolution thereof.


 


	
  Employer:

  	
  Minuteman International, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Roger B. Parsons

  	
   

  
	
   

  	
   

  	
  Roger B. Parsons

  
	
   

  	
   

  	
  Chairman of the Compensation Committee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard J. Wood

  	
   

  
	
   

  	
   

  	
  Richard J. Wood

  
	
   

  	
   

  	
  Chairman of the Audit Committee

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  July 31, 2003

  
	
   

  	
   

  
	
  Employee: Gregory J. Rau

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gregory J. Rau

  	
   

  
	
   

  	
  Gregory J. Rau

  
	
   

  	
   

  
	
  Date:

  	
  July 31, 2003

  
						



 


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