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EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, effective September 5, 1997, to the EMPLOYMENT
AGREEMENT ("Agreement") dated December 1, 1994, by and between XXXXXX
TECHNOLOGIES, INC., and XXXXX XXXXXX, changes the following sections:
(1) Section 3. Salary and Base Compensation. Replace this section in its
entirety, as follows:
Employee shall be entitled to receive salary during the Employment Period at the
rate of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00), per
annum, and as such may be increased pursuant to Section 11 hereof ("the Base
Salary").
In addition to the Base Salary paid to Employee during the Employment Period,
Employee shall be entitled to receive the Benefits, Annual Performance Bonus,
and Stock Options (as those terms are hereinafter defined) during the Employment
Period. The Base Salary shall be payable Bi-Weekly in accordance with the
current normal payroll policies of Company, which policies may be changed by
Company from time to time in its sole discretion, and shall be subject to all
appropriate withholding taxes.
(2) Section 8. Profits Bonus. Replace this section in its entirety, as follows:
Annual Performance Bonus
Employee will be able to earn an Annual Performance Bonus equal to a certain
percentage of his Base Salary, depending on his performance against goals and
objectives set and agreed upon in advance for each calendar year by the
Compensation Committee of the Board of Directors. Such Annual Performance Bonus
will be paid to Employee by January 31 following the end of the calendar year
and is subject to review and approval of the Compensation Committee of the Board
of Directors. For 1997, the Annual Performance Bonus is targeted at $100,000 and
is targeted at 50% of the Base Salary in future years.
(3) Section 9. Stock Option. Delete the remainder of the section following
"Board of Directors of the Company," in the third line.
(4) Section 11. Compensation Review. Replace this section in its entirety, as
follows:
Annual Compensation.
The Company's Compensation Committee of the Board of Directors, shall, by
January 31 of each calendar year, review Employee's Base Salary and may
increase, but not decrease, the Base Salary provided for in Section 3 hereof.
Any such increase in Base Salary shall be valid only if in writing, executed by
the Compensation Committee, and such writing
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shall constitute an amendment solely to the payments to be made to Employee
under this Agreement, without waiver or modification of any other provision
hereof.
(5) Section 18. Severance Pay. Replace this section in its entirety, as
follows:
Severance Pay. If Employer terminates the Employment Period for any reason other
than substantial cause, Employee shall be entitled to severance pay from
Employer in an amount equal to two year's Base Salary. In addition, the
Performance Bonus for that year will also be paid to Employee on a prorata basis
for the number months that Employee was employed by the Company in the year of
termination.
(6) Section 19. Change in Control. Replace section 19(c)(i)(A) and (B), as
follows:
(A) Two year's Base Salary; plus
(B) the Performance Bonus for that year prorated for the number of months that
Employee was employed by the Company prior to the termination.
All other provisions and sections of the Agreement except for the above changes
will remain the same and unchanged.
Agreed to this as of the date above:
XXXXXX TECHNOLOGIES, INC.: EMPLOYEE:
/s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx, President and CEO Xxxxx Xxxxxx
