FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made by
and between SpaceDev, Inc., a Colorado corporation (the "Company"), and Xxxxx X.
Xxxxxx ("Employee") effective January 21, 2000.
PREFACE
WHEREAS, the Employment Agreement between the parties dated November
24, 1997 (the "Employment Agreement") provides, in section 3, that
performance-based stock options awarded to Employee vest contingent upon the
successful completion of construction, launch and completion of the mission of
the Company's Near Earth Asteroid Prospector; and
WHEREAS, the Company's objectives and business plan have been altered
to focus on the completion and launch of a lunar or deep-space mission; and
WHEREAS, it is the intention of the Company to reward Employee for
accomplishment of its current objectives and business plan;
NOW THEREFORE, the Employment Agreement is amended as provided in this
Amendment to Employment Agreement.
ARTICLE 1
Section 4(c) of the Employment Agreement is stricken in its entirety
and amended to read as follows:
"(c) The Company hereby grants to Employee options to purchase up to
2,500,000 shares of Common Stock, subject to the vesting conditions and at the
exercise prices set forth below:
------------ ---------------------------------------------------- -----------------------------
Number of Vesting Upon the Company's Exercise Price Per Share
Shares
------------ ---------------------------------------------------- -----------------------------
500,000 Currently Vested $1.00
------------ ---------------------------------------------------- -----------------------------
500,000 Obtaining $6,500,000 additional equity capital $1.50
------------ ---------------------------------------------------- -----------------------------
Financing and executing definitive space launch
500,000 agreement $2.00
------------ ---------------------------------------------------- -----------------------------
500,000 Launching of first Lunar or Deep-Space mission $2.50
------------ ---------------------------------------------------- -----------------------------
Successful completion of first Lunar or Deep-Space
500,000 mission $3.00
------------ ---------------------------------------------------- -----------------------------
2,500,000
------------ ---------------------------------------------------- -----------------------------
All options shall expire 60 months from the date of this Agreement."
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All of the other references to the Near Earth Asteroid Prospector, NEAP
or an asteroid mission in the Employment Agreement shall altered to refer to the
Lunar or Deep-Space spacecraft or mission, as appropriate. Except as provided in
the preceding sentence, all other provisions of the Employment Agreement remain
in effect without amendment.
ARTICLE II
This Amendment to Employment Agreement may be executed in any number of
counterparts, each of which, when taken together, shall be deemed the fully
executed agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first written above.
THE COMPANY:
SPACEDEV, INC.
By: /S/ Xxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxx, Chief Executive Officer
By: /S/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx, Chief Financial Officer
EMPLOYEE:
/S/ Xxxxx X. Xxxxxx
---------------------------------------------
Xxxxx X. Xxxxxx
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