Amendment No. 2 to Employment Agreement between Colonial Commercial Corp. and James W. Stewart

Summary

This amendment updates the employment agreement between Colonial Commercial Corp. and James W. Stewart. It states that if Universal Supply Group, Inc. undergoes a change of ownership not approved by the boards of Colonial Commercial Corp. and Universal Supply Group, Inc., Mr. Stewart will receive full payment of all compensation due under his employment agreement as severance pay. All other terms of the original agreement remain unchanged.

EX-10.3 5 ex10b-ii.txt AMENDMENT TO AGREEMENT EXHIBIT 10(b)(ii) Amendment No. 2 dated as of October 29, 2002 to Employment Agreement dated as of January 1, 2000 (the "Agreement") by and between Colonial Commercial Corp., a New York corporation (the "Company") and James W. Stewart residing at 47 Richie Court, St. James, New York 11780 (the "Employee"). PRELIMINARY STATEMENT Pursuant to an action by the Boards of Directors of Colonial Commercial Corp. on October 29, 2002, it was resolved that the Employment Agreement of James W. Stewart be amended to provide for immediate full payment by Universal Supply Group, Inc. of all compensation required pursuant to the Employment Agreement for its full term as severance pay, in the event of a change of ownership of Universal Supply Group. Inc. that shall not be approved by the Directors of Colonial Commercial Corp. and Universal Supply Group, Inc. Accordingly, for good and valuable consideration, a second paragraph to Section 2.01 of the Agreement should be added to read as follows: The Employee shall be entitled to full payment by Universal Supply Group, Inc. of all compensation required pursuant to the Employment Agreement for its full term as severance pay, the in the event of a change of ownership of Universal Supply Group. Inc. that shall not be approved by the Directors of Colonial Commercial Corp. and Universal Supply Group, Inc. Except as amended hereby, the Agreement and any prior amendments is in full respects ratified and confirmed. IN WITNESS WHEREOF, the parties have signed this Amendment as of the date set forth above. COLONIAL COMMERCIAL CORP. By: /S/ BERNARD KORN ----------------------- Bernard Korn President Employee: /S/ JAMES W. STEWART ----------------------- James W. Stewart