FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment (the "Amendment") between Photomatrix, Inc., a
California corporation ("Photomatrix"), and Xxxxx X. Xxxxx ("Xx. Xxxxx") is
effective as of June 5, 1998, with reference to the following facts:
A. Photomatrix was formerly known as Xscribe Corporation, a California
corporation;
B. Photomatrix and Xx. Xxxxx are parties to that certain Executive
Employment Agreement dated December 20, 1988 (the "Agreement"); and
C. Photomatrix and Xx. Xxxxx wish to amend and modify the Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Modification to Executive Employment Agreement: The Agreement is hereby
amended and modified as follows:
1.1. Paragraph 1. of the Agreement shall be deleted in its
entirety and replaced with the following:
"1. Position and Duties. Xx. Xxxxx shall be appointed the
President of Photomatrix and a member of its Board of Directors.
During the Term, Xx. Xxxxx shall have such responsibilities,
duties and authority as are reasonably accorded to and expected
of a president and as may from time to time be prescribed by or
pursuant to the Company's Bylaws."
1.2. The Term of the Agreement shall be extended until July
31, 1999.
1.3. The following sentence shall be added to the end of Section
4.b. of the Agreement:
A termination of employment without cause under this Agreement
shall not constitute a termination of employment for purposes of
any stock option plan or stock option agreement in which Xx.
Xxxxx is a participant or to which he is a party; and, therefore,
a termination of employment without cause under this Agreement
shall not affect in any way the vesting or exercisability of any
options which have been granted to Xx. Xxxxx, except that, upon a
termination of employment without cause, any options granted to
Xx. Xxxxx which have not vested shall immediately vest and become
fully exercisable and all of
1
Xx. Xxxxx'x options shall remain exercisable until ninety days
following the expiration of the stated term of this Agreement.
2. Other Provisions Unmodified. Except as expressly modified hereby,
the rights, obligations and terms of the Agreement shall remain unmodified and
in full force and effect. In the event of a conflict between the Amendment and
the Agreement, the Amendment shall be controlling.
3. Counterparts. This Amendment may be executed in several
counterparts, and all so executed shall constitute an agreement, binding on all
the parties hereto, notwithstanding that all of the parties are not signatory to
the original or the same counterpart.
IN WITNESS WHEREOF, this Amendment is effective as of the date first
set forth above.
PHOTOMATRIX, INC., a California
corporation
By:
Its:
Xxxxx X. Xxxxx
2
