EXHIBIT 10.5
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AMENDMENT NUMBER FOUR TO EMPLOYMENT AGREEMENT
This Amendment between Xxxxx X. Xxxxxx ("Xx. Xxxxxx") and CAS Medical Systems,
Inc. ("CAS") amends an Employment Agreement, dated as of September 1, 2000,
between Xx. Xxxxxx and CAS, as amended prior to the date hereof (the
"Agreement"). Except as otherwise specifically provided in this Amendment, the
Employment Agreement remains in full force and effect.
1. Term
The first two sentences of Section I of the Agreement are deleted and
the following is substituted in their place:
"Xx. Xxxxxx is employed by CAS as President and Chief Executive
Officer, and shall serve as a director of CAS if so elected by CAS'
stockholders, in each case through August 31, 2004.
2. Compensation
Section 2 of the Agreement is modified to reflect an annual salary of
$250,000.
3. Termination
The following replaces in its entirety that portion of Section 3 of
the Agreement added by the September 1998 Amendment Number 1 of the
Agreement:
"If a Change of Control (as hereinafter defined) occurs, and upon
such Change of Control occurring, this Agreement is not extended
for a period of one year following the stated termination date of
this Agreement, then Xx. Xxxxxx shall be paid a lump sum of
$250,000 on such stated termination date."
If a Change of Control occurs and Xx. Xxxxxx' employment
terminates for any reason after such Change of Control occurs,
including termination by Xx. Xxxxxx, Xx. Xxxxxx will be paid a
lump sum of $250,000 within ten (10) days of such termination.
"Change of Control" means (i) a sale of all or substantially all
of CAS' assets, (ii) a merger involving CAS in which CAS is not
the survivor and the CAS stockholders prior to the merger control
less than fifty percent of the voting stock of the surviving
entity, (iii) a sale by the CAS stockholders to an acquirer or
acquirers action in concert of more than a majority of the then
outstanding stock of CAS owned by the CAS stockholders, or (iv)
any event similar to any of the foregoing.
IN WITNESS of the foregoing, the parties have executed this Amendment as of
September 1, 2003.
CAS MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxx Xxxxx X. Xxxxxx
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
