Exhibit 10.11
AMENDMENT NO. 1 EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment No. 1") is dated
and entered into effective as of April 11, 2003 (the "Effective Date"), by and
between RAPIDTRON, INC., a Delaware corporation ("Rapidtron"), and XXXXX
XXXXXXX, an individual ("Meineke")
RECITALS
WHEREAS, Rapidtron and Meineke entered into an employment agreement dated
January 1, 2003 (the "Employment Agreement"), which contained certain rights and
duties of the parties;
WHEREAS, Section 9.5.2 of the Employment Agreement specifies that upon a
resignation for cause by Meineke, or a termination without cause by Rapidtron,
(a) Rapidtron shall immediately pay to Meineke all accrued and unpaid
compensation as of the date of such termination; (b) Rapidtron shall continue to
pay the Base Salary through the period twelve (12) months following the date of
termination; (c) at the time of termination, Rapidtron shall pay the Incentive
Bonus for the calendar year of termination as if Meineke had continued to
perform for the remainder of said calendar year at the average rate of increase
in Profits over the prior Term of the Employment Agreement, and (d) Rapidtron
shall be required to buyout Meineke's common stock at a price determined by the
"Fair Market Value", or $2.00 per share, whichever is greater;
WHEREAS, Rapidtron and Meineke desire to amend the Employment Agreement to:
(i) delete Section 9.5.2(d); and (ii) to delete any term or condition in the
Employment Agreement that would cause Rapidtron to redeem any of Meineke's
common stock; and
WHEREAS, Rapidtron and Meineke desire to amend the Employment Agreement
pursuant to this Amendment No. 1.
NOW, THEREFORE, for and in consideration of the foregoing, and of the
mutual covenants, agreements, undertakings, representations and warranties
contained herein, the parties hereto agree as follows:
1. Section 9.5.2(d) of the Employment Agreement is hereby deleted.
2. The Employment Agreement shall be hereby amended to delete any term,
condition or provision, which may cause Rapidtron to have an obligation to
redeem any of Meineke's common stock.
3. Other than as specifically provided in this Amendment No. 1, all
other provisions of the Employment Agreement shall remain in full force and
effect, the Merger Agreement as amended by this Amendment No. 1 constituting the
sole and entire agreement between Rapidtron and Meineke as to the matters
contained herein, and superseding any and all conversations, letters and other
communications which may have been disseminated by the parties relating to the
subject matter hereof, all of which are void and of no effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the date first above written.
Rapidtron:
Rapidtron Inc., a Delaware corporation
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chief Executive Officer and President
Meineke:
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, an individual
