FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment") dated
April __, 1998 by and among Sharps Compliance, Inc., a Texas corporation, with
its principle offices located at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000
(hereinafter referred to as "Employer"), and Xx. Xxxx Xxxxx, a resident of
Xxxxxx County, Texas (hereinafter referred to as "Employee"), and hereby
amends that certain Employment Agreement entered into effective the 1st day
of January, 1998 by and between Employer and Employee (the "Agreement").
W I T N E S S E T H
WHEREAS, Employer and Employee have previously entered into that certain
Agreement;
WHEREAS, Employer and Employee hereby desire to amend the Agreement in
accordance with those terms and conditions provided herein by entering into
this Amendment.
THEREFORE, in consideration of the covenants mutual benefits contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intend to
be legally bound, hereby agree as follows:
1. AMENDMENT TO ARTICLE 2 OF THE AGREEMENT. Article II TERMS OF
EMPLOYMENT is hereby amended to read in its entirety as follows:
"Article II
TERMS OF EMPLOYMENT
The term of AGREEMENT shall commence on the effective date and
continue for a period of three (3) years thereafter, except if
terminated as provided herein. This Agreement is subject to earlier
termination as hereinafter provided."
2. AMENDMENT TO SECTION 3.3 OF THE AGREEMENT. Section 3.3 of the
Agreement is hereby amended to read in its entirety as follows:
"3.3 EMPLOYEE LOAN REPAYMENT. In connection with that certain
loan in the principal amount of $400,000.00 owed by Employee to the
Company, the Company shall be obligated to pay to Employee, each
year, during the term of this Agreement an annual cash bonus or
agree to forgive an amount equal to (i) one-fifth (1/5) of the
total and outstanding principal and interest owed by Employee to
the Company
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for years one (1) and two (2) and (ii) three-fifths (3/5)
of the total and outstanding principal and all accrued interest
owed by Employee to the Company in year three (3). The bonus or
forgiveness required under this Section 3.3 shall be paid or
acknowledged no later than December 31, of each year, beginning in
1998 with the last year's bonus issued no later than December 31,
2000."
3. AMENDMENT TO ARTICLE 4 OF THE AGREEMENT. Article 4 of the Agreement is
hereby amended to delete all references to any extensions beyond the initial
three year term. Therefore all words relating to "... then in effect
(without giving effect to any further extensions thereof under Article 2
hereof) ..." are deleted in Sections 4.1, 4.2, 4.6(a)(2), and any other place
it may be found, and no longer considered in the interpretation of any
provision of Article 4.
4. COUNTERPART EXECUTION. This Amendment may be executed by the parties
hereto in multiple counterparts. It shall not be necessary that the
signatures of the parties appear on the same counterparts.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.
6. ENFORCEABILITY OF REMAINING PROVISION. All other provisions of the
Agreement shall remain in full force and effect and any inconsistencies
between this Amendment and the Agreement shall be construed in favor of this
Amendment
Executed as of the date first written above.
COMPANY: SHARPS COMPLIANCE, INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Printed Name: Xxxx X. Xxxxxx
----------------------
Title: Director
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EMPLOYEE: XX. XXXX XXXXX
/s/ Xxxx Xxxxx
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Xx. Xxxx Xxxxx
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