EXHIBIT 4.3
AVIC GROUP INTERNATIONAL, INC.
September 12, 1996
Xxxxxx X. Xxxxxx, Xx.
AVIC Group International, Inc.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: MODIFICATION OF EMPLOYMENT AGREEMENT
Dear Xx. Xxxxxx:
This letter will constitute a modification of your existing Employment
Agreement, as amended, as follows:
1. Your existing Employment Agreement provides for a salary of $150,000
during your first year of employment. An amount of $131,250 has been accrued
but unpaid from June 1, 1995 through April 15, 1996. You are now in the second
year of your Employment Agreement and as of August 31, 1996 an additional amount
of $112,500 was accrued but unpaid. It is hereby agreed that all amounts
accrued but unpaid under your Employment Agreement as of August 31, 1996
($243,750) will be paid in stock of the Company valued at $1.50 per share (the
closing price as of Tuesday, September 3, 1996). Your compensation for the
second year of this contract will be $300,000 and this amount will increase
$100,000 per year throughout the term of your Employment Agreement.
2. You have been granted options to purchase 3 million shares of Common
Stock of the Company at $.35 per share and 3 million shares of Common Stock of
the Company at $3.00 per share. This will confirm that all of such options will
vest as follows: 25% on April 15, 1995, 25% on April 15, 1996, 25% on April 15,
1997 and 25% on April 15, 1998 provided that you are still employed by the
Company at the time of vesting.
3. In the last sentence of Paragraph IV B of your Employment Agreement
you agree not to sell any Common Stock issued upon exercise of stock options for
a period three years and that for a period of five years you will not sell more
than 1,500,000 shares issued upon exercise of such options. It is hereby agreed
that such sentence shall be deemed to be stricken from your Employment
Agreement. Instead, you will agree to be limited in the sale of shares of
Common Stock issued upon exercise of options to the same extent as other senior
executives of the Company.
4. Paragraph 4K of your Employment Agreement is hereby amended to provide
that you shall be entitled to an allowance of $30,000 per year (subject to
required withholding) for financial planning and tax preparation expenses.
5. Your existing Employment Agreement provides that the term of your
employment ends on April 14, 2000 and that the term will be automatically
renewed for one additional year unless you or the Company gives notice in
writing, at least 90 days prior to the expiration of the Agreement of your or
its desire to terminate or modify the Employment Agreement. It is hereby agreed
that the foregoing term shall be modified to provide that the term will be April
14, 2000, provided, however, that on April 14 of each year commencing on April
14, 1996, the term will be automatically extended for an additional year, unless
at least 90 days prior to such April 14th, either party gives notice to the
other that the term shall not be so extended.
If your are in agreement with the foregoing, please indicate your
acceptance in the place indicated below on the enclosed copy of this letter and
return the signed copy to me.
Very truly yours,
AVIC GROUP INTERNATIONAL, INC.
By: /s/ Xxxx Xx
-------------------------------
Xxxx Xx
Co-Chairman of the Board
AGREED AND ACCEPTED:
/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Xxxxxx X. Xxxxxx, Xx.
