Sample Business Contracts


Employment Agreement [Amendment No. 2] - TMP Worldwide Inc. and Andrew J. McKelvey

Employment Forms

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                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

            TMP Worldwide Inc. ("TMPW") and Andrew J. McKelvey ("Employee") are
parties to an Employment Agreement, dated as of November 15, 1996, as amended
pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998,
(collectively, the "Employment Agreement"), and by virtue of this Amendment No.
2 to Employment Agreement (the "Amendment Agreement"), are modifying certain
terms of the Employment Agreement.

            The parties hereby agree as follows:

                  1. The clause of Section 2.1 of the Employment Agreement
            stating "a base salary at a rate of one million five hundred
            thousand dollars ($1,500,000) per annum (the "Base Salary")" is
            hereby amended to read "a base salary at a rate of five hundred
            thousand ($500,000) per annum (the "Base Salary")".

                  2. A new Section 2.3(c) is hereby added to the Employment
            Agreement immediately following existing Section 2.3(b), which new
            Section 2.3(c) reads in its entirety as follows:

                  "(c)  With respect to each calendar year of the Employment
                        Period, Employee shall be entitled to a bonus as
                        follows:

                        (i)   In the event that the Earnings Per Share (as
                              defined below) of the Company for a particular
                              calendar year exceed the Internal Projections (as
                              defined below) for that year by 10% or more but
                              less than 20%, then Employee shall be entitled to
                              a bonus of 10% of the Base Salary;

                        (ii)  In the event that the Earnings Per Share of the
                              Company for a particular calendar year exceed the
                              Internal Projections for that year by 20% or more
                              but less than 50%, then Employee shall be entitled
                              to a bonus of 20% of the Base Salary; and

                        (iii) In the event that the Earnings Per Share of the
                              Company for a particular calendar year exceed the
                              Internal Projections for that year by 50% or more
                              then Employee shall be entitled to a bonus of 100%
                              of the Base Salary.

            As used herein, "Internal Projections" shall mean the last internal
            Earnings Per Share projections developed by the Company for the
            relevant calendar year prior to the end of the first quarter of such
            calendar year. As used herein, "Earnings Per Share" means diluted
            earnings per share determined in accordance with generally accepted
            accounting principles, exclusive of the after tax effects of merger
            costs.
<PAGE>

            The bonus payable under this Section 2.3(c) shall be payable no
            later than 90 days after the end of calendar year to which it
            relates. For any periods at less than a full calendar year of the
            Employment Period, the bonus shall be prorated on the basis of
            internal projections for the shorter period as well as the Base
            Salary paid during such shorter period as determined by the Board on
            its reasonable discretion."

                  3. The Employment Agreement, as amended by this Amendment
            Agreement, is hereby ratified and confirmed and remains in full
            force and effect.

            The parties hereto have executed this Amendment Agreement on May 1,
            1999.


                                         TMP WORLDWIDE INC.



                                         By: /s/ Thomas G. Collison
                                             ----------------------------------
                                             By: Thomas G. Collison
                                             Title: Vice Chairman and Secretary



                                            /s/ Andrew J. McKelvey
                                         --------------------------------------
                                            Andrew J. McKelvey


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