AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
EXHIBIT
10.16
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AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT, dated as of April 9, 2010 (this “Amendment”), effective as of
May 1, 2009, by and between Xx. Xxxxx Xxxxxxx, a resident of the State of
Florida (the “Executive”), and Hawk Systems,
Inc., a Delaware corporation (collectively, the “Company”).
WHEREAS,
reference is hereby made to that certain Employment Agreement (the “Agreement”), dated as of May
1, 2009, by and among the Executive and the Company.
WHEREAS,
the Executive and the Company wish to amend certain provisions of the Agreement
as set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises and covenants other
agreements contained in this Amendment the Executive and the Company hereby
agree to amend the Agreement as follows:
1. Defined
Terms; Conflicting Documents. All capitalized terms used but
not defined herein shall have the meaning set forth in the
Agreement. In the event of any conflict between the Agreement and
this Amendment, this Amendment shall prevail and govern.
2. Amendment
to Section 3(a): Salary. Subsection (a) of Section 3 of the Agreement is
deleted in its entirety and replaced with the following:
“The
Company shall pay the Executive a salary at the annual rate of Five Hundred
Thousand Dollars ($500,000.00) per year or such other annual rate of
compensation as the Board of Directors of the Company may from time to time
determine (“Base Salary”). The Base Salary due the Executive
hereunder shall be payable in equal monthly installments, less any amounts
required to be withheld by the Company from time to time from such salary under
any applicable federal, state or local income tax laws or similar laws then in
effect. At any time and from time to time, Executive shall be
entitled to convert any accrued but unpaid salary into shares of the Company’s
common stock, par value $.01 per share (“Common Stock”), at a conversion price
equal to (i) the average closing bid price of the Company’s Common Stock on the
20 trading days immediately prior to such conversion date, or (ii) at such price
as the board of directors of the Company shall determine and approved by the
Executive.”
3. Acknowledgement. The
Company and Executive hereby acknowledge that for the fiscal year ended December
31, 2009, Executive’s total Base Salary was Five Hundred Thousand Dollars
($500,000.00).
4. Ratification. Except as specifically
herein amended and modified, all terms and conditions of the Agreement remain
unchanged and in full force and effect.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
first above written, effective as of May 1, 2009.
| HAWK SYSTEMS, INC., a Delaware corporation | |||
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Date:
April 9, 2010
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By:
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/s/ Xxxxxxx Xxxxxxx | |
| Name Xxxxxxx Xxxxxxx | |||
| Title Chief Executive Officer | |||
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Date:
April 9, 2010
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By:
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/s/ Xxxxx Xxxxxxx | |
| Name Xxxxx Xxxxxxx | |||
