FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
99.2
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made as of December 30, 2005 (the
“Amendment”), by and between Xxxxxxx X. Xxxxxxxx, M.D. (the “Employee”) and
Health Discovery Corporation, a Texas corporation (the “Employer”).
RECITALS
A. The
Employer executed and delivered to Employee that certain Employment Agreement
dated as of September 15, 2003 (the “Employment Agreement”). The Employment
Agreement provides that Employer will employ Employee for a period of five
(5)
years, unless earlier terminated, under the terms and conditions set forth
therein.
B. The
Employer has requested, and the Employee has agreed to, an amendment to the
terms of compensation evidenced by the Employment Agreement, and the parties
wish to memorialize their agreement in writing.
NOW,
THEREFORE, for and in consideration of the mutual agreements herein stated,
and
other good and valuable consideration, the adequacy and receipt of which
are
hereby acknowledged, Employer and Employee agree as follows:
1.
Section
3.1 shall be deleted and replaced with the following:
3.1 Salary.
Employer shall pay Employee a base gross salary at the rate of $25,000 per
month. Employee will receive $10,000 per month in cash and defer $15,000
per
month until the earlier of January 1, 2008, or a Change in Control Event
of the
Employer (a “Deferred Compensation Termination Date”). At the Deferred
Compensation Termination Date, the Employer shall pay Employee in cash all
amounts deferred pursuant to this Section 3.1. For purposes of this Agreement,
a
“Change in Control Event” shall have the meaning set forth in Section 409A of
the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.
2. No
Other
Amendment or Waiver. The Employment Agreement, as hereby amended, remains
in
full force and effect in accordance with its terms, and Employer and Employee
hereby ratify and confirm the same.
3. Counterparts.
This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which, when so executed
and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one instrument.
4. Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit
of
the successors and permitted assigns of the parties hereto.
5. Section
References. Section titles and references used in this Amendment shall be
without substantive meaning or content of any kind whatsoever.
IN
WITNESS WHEREOF, Employer and Employee have executed this Amendment as of
the
day and year first written above.
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EMPLOYEE
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/s/
Xxxxxxx X.
Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx, M.D., CEO
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HEALTH
DISCOVERY CORPORATION
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/s/
Xxx
Xxxxx
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By:
Xxx Xxxxx
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Title:
Executive Vice President
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