AMENDMENT TO THE SERVICE/CONSULTING AND EMPLOYMENT AGREEMENTS
AMENDMENT
TO THE SERVICE/CONSULTING
AND
EMPLOYMENT
AGREEMENTS
March
18,
2007
Board
of
Directors
American
Surgical Holdings, Inc.
00000
Xxxxxxxxx #000
Xxxxxxx,
Xxxxx 00000
Dear
Board of Directors:
In
reference to those certain Service/Consulting and Employment Agreements between
ASA, Inc. and Xxx Xxxxxxx, Xxxxx Xxxx-Xxxxx, Xxxxx Xxxxxxxxxxx, and Xxxx Xxxxx,
and their respective individual corporations (“Agreements”), these Agreements
are hereby modified to confirm the understanding amongst the parties and the
Company that the $3,000,000 termination payment set forth in the
Service/Consulting Agreements shall only become due and payable in the
circumstance where the Company, upon written unanimous resolution of all
directors, terminated the Service/Consulting Agreements with the Company for
reasons other than cause. In the event that any of the named parties (other
than
the Company) terminate such Agreement for any reason prior to the maturity
of
the Agreement or should the Agreements reach maturity of the then current term,
the termination penalty is neither due nor payable by the Company. For purposes
of these Agreements, Cause shall be defined as the conviction of the person
for
any felony criminal act. All other benefits, compensations, and terms set forth
in such agreements shall remain in full force and effect.
It
is
also hereby agreed that the Employment Agreements between the Company and Xxx
Xxxxxxx and Xxxxx Xxxx-Xxxxx, shall remain in force, in accordance with their
individual terms and are not in any manner related to the Agreements set forth
above. We also agree that effective January 1, 2007, Xxx Xxxxxxx and Xxxxx
Xxxx-Xxxxx shall each be entitled to an annual bonus equal to two (2%) percent
of the increase in Gross Annual Revenue of the prior year, payable by the end
of
the first quarter of the current fiscal year. In addition, both Xx. Xxxxxxx
and
Xx. Xxxx-Xxxxx shall each receive 500,000 stock options, vested over three
years, distributed quarterly, with a strike price equal to the average of the
closing price of the last five business days prior to execution of this letter
Agreement. Both Xxx Xxxxxxx and Xxxxx Xxxx-Xxxxx shall have a non-compete clause
for three years and such clause shall be extended to five years in the event
that either Xxx Xxxxxxx and Xxxxx Xxxx-Xxxxx sell more than 250,000 shares
of
the option within any calendar year during the term of their Employment
Agreements. The non-compete clause does not apply to the ability of Xxx Xxxxxxx
and Xxxxx Xxxx-Xxxxx to practice their profession individually as surgical
assistants.
The
laws
of the State of Texas govern this amendment and the Service/Consulting and
the
Employment Agreements mentioned herein.
ACCEPTED
AND AGREED TO BY:
By:/s/
Xxx Xxxxxxx
ASH
INC.
/s/
Xxx Xxxxxxx
XXX
XXXXXXX
/s/
Xxxxx Xxxx-Xxxxx
XXXXX
XXXX-XXXXX
