EXHIBIT 10.23
AMENDMENT TO
EMPLOYMENT AGREEMENT
AMENDMENT, dated, March 29, 1996, to EMPLOYMENT AGREEMENT dated as of
the 1st day of March, 1994, between ULTRALIFE BATTERIES, INC., a Delaware
corporation having a place of business at Xxxxx 00 Xxxxx, Xxxxxx, Xxx Xxxx (the
"Company"), and Xxxxx Xxxxx, c/o Coining Technologies 00 Xxxxxxxxx Xxxxx, Xxxx
Xxxxxxxx, XX ("Jagid").
W I T N E S S E T H :
WHEREAS, Jagid and the Company, entered an Employment Agreement, dated
as of March 1, 1994 (the "1994 Employment Agreement") which was amended by
amendment dated August 24, 1995 (the 1995 Amendment) and which so amended is
referred to herein as the "Amended 1994 Agreement";
WHEREAS, the 1994 Employment Agreement provided for the grant to Jagid
of an option to purchase 150,000 shares of the Company's stock (the "1994
Option"); and
WHEREAS, the 1994 Option was not submitted for approval by the
shareholders of the Company, nor was it issued as part of an option plan which
was approved by the Shareholders of the Company; and the NASD Stock Market, Inc.
("NASD") has informed the Company that this is in violation of the by-laws of
the NASD, which will subject the Company to having its commons stock de-listed
if this problem is not corrected, which would harm the Company and Jagid; and
WHEREAS the Company and Jagid wish to enter into the following
amendment in order to satisfy the requirements of the NASD and avoid delisting
of the Company's common stock
NOW, THEREFORE, in consideration of the premises and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Amendment. Notwithstanding anything provided to the contrary in the
1994 Employment Agreement or the 1995 Amendment, the 1994 option is hereby
amended to provide that only 25,000 shares of such option are currently
exercisable, and the balance of 125,000 shares will become exercisable only if
and when the option for 150,000 shares are ratified and approved by the
shareholders of the Company. When the 1994 Option is ratified, all shares will
vest and be exercisable on the dates and under the terms of the 1994 Option, in
accordance with the terms thereof, which shall mean, among other things that the
portion of the 1994 Option which vests on dates prior to the date hereof, will
remain vested even if Jagid were to die after the date hereof. The Company
undertakes to seek such ratification and approval at the next annual meeting of
shareholders of the Company. If the Company's shareholders do not ratify the
1994 Option at the Company's Shareholders Meeting at the end of 1996, the
Company will compensate Jagid for the loss incurred by him as a result of the
loss of the 1996 Option in such manner as the parties mutually agree. If Jagid
and the Company are unable to agree to the amount or manner of such compensation
after negotiating in good faith, the matter will be resolved by binding
arbitration in New York City by the American Arbitration Association
pursuant to its rules. The Company will pay the AAA's fees for any such
arbitration.
2. Effect. The Amended 1994 Employment Agreement shall remain in
effect, and is not modified or amended except as expressly provided herein.
3. Miscellaneous. This Amendment will be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties have signed or caused this agreement to
be signed on its behalf, as of the date first set forth above.
ULTRALIFE BATTERIES, INC.
BY: /s/ Xxxxxx X. Obeles
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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