EXHIBIT 10.6
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AMENDMENT NUMBER FIVE TO EMPLOYMENT AGREEMENT
This Amendment between Xxxxx X. Xxxxxx ("Xx. Xxxxxx") and CAS Medical Systems,
Inc. ("CAS") amends an Employment Agreement, dated as of September 1, 1993,
between Xx. Xxxxxx and CAS, as amended prior to the date hereof (the
"Agreement"). Except as otherwise specifically provided in this Amendment, the
Agreement remains in full force and effect.
1. Term
The first two sentences of Section I of the Agreement are deleted and the
following is substituted in their place:
"Xx. Xxxxxx is employed by CAS as President and Chief Executive Officer,
and shall serve as a director of CAS if so elected by CAS' stockholders, in
each case through August 31, 2005.
2. Compensation
Section 2 of the Agreement is modified to reflect an annual salary of
$262,500.
3. Termination
The following replaces in its entirety that portion of Section 3 of the
Agreement added by the September 1998 Amendment Number 1 of the Agreement:
"If a Change of Control (as hereinafter defined) occurs, and upon such
Change of Control occurring, this Agreement is not extended for a
period of one year following the stated termination date of this
Agreement, then Xx. Xxxxxx shall be paid a lump sum of $262,500 on
such stated termination date."
If a Change of Control occurs and Xx. Xxxxxx' employment terminates
for any reason after such Change of Control occurs, including
termination by Xx. Xxxxxx, Xx. Xxxxxx will be paid a lump sum of
$262,500 within ten (10) days of such termination.
"Change of Control" means (i) a sale of all or substantially all of
CAS' assets, (ii) a merger involving CAS in which CAS is not the
survivor and the CAS stockholders prior to the merger control less
than fifty percent of the voting stock of the surviving entity, (iii)
a sale by the CAS stockholders to an acquirer or acquirers action in
concert of more than a majority of the then outstanding stock of CAS
owned by the CAS stockholders, or (iv) any event similar to any of the
foregoing.
IN WITNESS of the foregoing, the parties have executed this Amendment as of
September 1, 2004.
CAS MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxx Xxxxx X. Xxxxxx
By: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx, M.D.
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Xxxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx, M.D.
