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PATRIOT SCIENTIFIC CORPORATION
FORM 10-KSB
EXHIBIT NO. 10.12.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED MAY 8, 1996
BETWEEN THE COMPANY AND XXXXXXX X. XXXXXXX DATED SEPTEMBER 23, 1996
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PATRIOT SCIENTIFIC CORPORATION
00000 XXXXXXXXXXXX XXXXX, #000
XXXXX, XX 00000
(000) 000-0000
October 30, 1996
Xx. Xxxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
As provided by the resolution passed by the Board of Directors of Patriot
Scientific Corporation (the "Company") at the meeting held on September 23,
1996, the Company hereby agrees to amend your employment agreement dated May 8,
1996 (the "Original Agreement") so that Section 2. Compensation and Benefit
Plans shall now read in its entirety as follows:
2. Compensation and Benefit Plans.
(a) The Executive shall receive a base salary during the
Employment Period which shall be payable in installments at such times
as other employees are paid but in any case at least monthly as follows:
(1) During the remaining period of the first year of the Employment
Period (November 1, 1996 to May 31, 1997) ("Year One"), the Executive
shall receive a base salary of not less than fourteen thousand dollars
($14,000.00) per month; (2) During the second year of the Employment
Period ("Year Two"), the Executive shall receive a base salary of not
less than fifteen thousand five hundred dollars ($15,500.00) per month;
(3) During the third year of the Employment Period ("Year Three"), the
Executive shall receive not less than the base salary received in Year
Two. The base salary received in any year shall be subject to other
upward adjustment by and under the direction of the Board of Directors
in its sole discretion.
(b) The Executive is entitled to an Annual Incentive Bonus of at
least 50 percent of the total yearly base compensation for the
applicable year (the "Annual Incentive Bonus"). The Annual Incentive
Bonus payment will be based upon mutually agreed upon objectives and
levels of performance payable within sixty (60) days of fiscal year end
(May 31).
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(c) The Executive shall be paid a one time additional special
incentive bonus (the "Special Incentive Bonus") equal to 100 percent of
the annual base salary payable over a six (6) month period in equal
monthly installments beginning on the date that the Executive
successfully completes the following task. The Executive must
successfully enter into any licensing agreement, supply agreement, a
joint venture or similar agreement regarding any of the Company's Key
Technologies on or before December, 31 1997, with any Company or Agency
including, but not limited to Hitachi, Motorola, AMD Corporation, Xxxxxx
Semiconductor, Texas Instruments or IBM or their affiliates resulting
from the Executives introduction or efforts. In addition, as long as the
agreement is of significant value to the Company, any unvested options
of the Executive as defined in this Employment Agreement and the
accompanying Stock Option Agreement will become vested options
immediately upon the completion of the above referred task.
(d) The Executive shall be eligible to participate in all
employee benefit programs, if any, maintained by the Company, including,
but not limited to, group life insurance, medical, long-term disability,
short-term disability, retirement and pension plans, any deferred
compensation or profit sharing plan, 401(k) savings plan, and such other
fringe benefits as are or may be made available from time to time to
senior executives of the Company. During the Employment Period, the
Executive is entitled to three weeks vacation per annum in Year One and
four weeks vacation per annum in Year Two and Year Three.
(e) The Company will pay or reimburse the Executive during the
employment period for all expenses normally reimbursed by the Company
and reasonably incurred by the Executive in furtherance of his duties
hereunder and authorized by the Company, including but not limited to,
expenses for entertainment, travel, meals, hotel accommodations and the
like upon the submission by the Executive of vouchers or an itemized
list thereof as the Board of Directors may from time to time adopt and
authorize and as may be required in order to permit such payments as
proper deductions to the Company under the Internal Revenue Code of 1986
and the rules and regulations adopted pursuant thereto now or hereafter
in effect. Further, the Executive's place of employment shall be
considered San Diego County, California (or other mutually agreed upon
location) and it is contemplated that the Executive will relocate to San
Diego County or vicinity within a reasonable period during the
Employment Period. Until the Executive is relocated, the Company shall
pay the lessor of actual costs of travel and lodging for business travel
or the costs if the business travel had originated in San Diego County
should the Executive
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travel from another location or residence(s). Executive shall be
responsible for all travel expenses to and from other consulting
locations (during the first seven months of the Employment Period
pursuant to the terms and conditions outlined in paragraph (b) of
Section 1 hereof) or from residence(s), Executive shall also be
responsible for all moving, relocation and related expenses of
relocating in San Diego County or vicinity.
It is expressly understood that all other provisions of the Original Agreement
will continue in full force and effect in accordance with its original terms and
conditions to date.
PATRIOT SCIENTIFIC CORPORATION
By: /s/ XXXXXX XXXXXX
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Xxxxxx X. Xxxxxx
Chairman of the Board
Accepted and agreed to
this 25th day of October 1996:
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
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