EMPLOYMENT AGREEMENT AMENDMENT
Exhibit 10.01
EMPLOYMENT AGREEMENT
AMENDMENT
THIS
EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of
May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation,
the “Company“) and Xxxxx Xxxxxxxx (the "Executive" or "Employee"), an
individual residing at 0000 Xxxxxxxx Xxx Xxxx X, Xxxx Xxx, XX 00000-0000.
WITNESSETH THAT:
WHEREAS,
the Employee and the Company have entered into that certain Employment
Agreement, dated September 2, 2008 (the “Agreement”); and
WHEREAS,
the Company and the Employee now wish to make certain modifications to such
Agreement;
NOW,
THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and the
Employee hereby agree as follows:
1. Section
4.
Section
4 of the Agreement is hereby amended to read, in its entirety,
as follows:
“(a) Base Salary. For the period from
May 1, 2009 through December 31, 2009 the Employee shall be paid a base salary
of $50,000, payable in the months of September, October, November and December
2009 in accordance with normal Company payroll practices. For all other purposes
of this Agreement “Base Salary” shall be deemed to mean an annual salary of
$300,000.
(b)
Performance Bonus. The Employee shall be entitled to annual
cash
bonus ( the "Bonus") based upon the
Company’s attainment of reasonable financial objectives to be determined
annually by the Board. The maximum annual Bonus shall not exceed sixty percent
(60%) of the applicable year's ending Base Salary and shall be payable only in
the event the Board determines, in its sole and exclusive discretion, that the
particular year's financial and set objectives have been met. The timing for
payment of any such Bonus shall be in accordance with the Company’s bonus plan,
if any shall have been established by the Board, but in any event not later than
seventy-five (75) days following the close of the particular fiscal
year.
(c)
Withholding. All compensation payable to the Employee hereunder shall
be subject to withholding, as required
by law.”
2. Section
5.
Section 5
of the Agreement is hereby amended to read, in its entirety, as
follows:
“Benefits.
(a)
Generally. For the period from May
1, 2009 through December 31, 2009, the Executive shall be eligible to
participate, in the months of
September, October, November and December 2009, in any employee benefit
or welfare plan, including any life, accident, medical, and disability
insurance, retirement or pension plan or program maintained or which shall be
maintained from time to time during the Term by the Company for its employees or
executive employees and their immediate families, on the same basis and subject
to the same requirements and limitations as are or shall be applicable to other
employees or executive employees of the Company.
(b)
Perquisites. For the period from
May 1, 2009 through December 31, 2009, the Executive shall be provided
with (i) a car allowance of $800 per month in the months of September, October,
November and December 2009 (ii) a cellular phone and the Company shall
pay all monthly fees and charges, (iii) computer equipment, dedicated phone/fax
line and fax/copying and scanning equipment at Employee's residence and the
Company shall pay or reimburse him for all installation and carrying charges
associated therewith, and (iv) such other perquisites as are normal and
customary for executives similarly situated which contribute to the Executive’s
performance of his responsibilities and (v) other perquisites that from time to
time may be established by the Company and its Board of Directors.
3. Section
11.
The
following sentence is hereby added to the end of Section
11(b):
“In the event that the Company files a
petition in bankruptcy, becomes insolvent or otherwise publicly admits its
inability to pay its debts as they become due, the Company shall be deemed to
have terminated the Employee’s employment without
cause.”
4. Options. The Company hereby agrees to
issue to Employee as of the date hereof a five year option for the purchase of
110,000,000 shares of the Company’s Common Stock at an exercise price of $0.004
per share, which option shall be immediately vested.
5. Option Repricing. The Company will
cause all options and warrants previously issued to Employee in connection with
Employee’s employment with the Company to be repriced effective May 1, 2009 with
a new exercise price of $0.004 per share.
6. Agreement to Remain in
Effect.
Except as amended and modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have
executed and delivered this Employment Agreement Amendment as of the day and
year set forth above.
| MEDCLEAN TECHNOLOGIES, INC. a Delaware corporation | ||||
|
|
By:
|
/s/ Xxx Xxxxxx | ||
| Name: Xxx Xxxxxx | ||||
| Title: Chairman of the Compensation Committee | ||||
| EMPLOYEE | ||||
| /s/ Xxxxx Xxxxxxxx | ||||
| Name: Xxxxx Xxxxxxxx | ||||
