AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
AMENDMENT (this “Amendment”),
dated
as of August 21, 2008, amends the Employment Agreement, dated as of January
28,
2008 (the “Employment
Agreement”),
between Morlex, Inc. (the “Company”)
(by
assignment from All Ad Acquisition, Inc., effective as of February 14, 2008)
and
Xxxxxxx X. Xxxxxx (the “Executive”).
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Employment Agreement.
WHEREAS,
the
Executive and the Company desire to amend the Employment Agreement on the terms
set forth herein.
NOW
THEREFORE,
the
parties hereto agree to the following:
1. Section
3a of the Employment Agreement is hereby amended to read in its entirety as
follows:
a. Base
Salary.
The
Company shall pay the Executive an annual salary of $1 as compensation for
the
Executive’s services (the “Base
Salary”).
The
amount of the Base Salary will be reviewed annually during the Employment Term
by the Board, and may be increased by the Board.
2. Section
3c of the Employment Agreement is hereby amended to read in its entirety as
follows:
c. Stock
Awards.
The
Company agrees to adopt an equity incentive plan reasonably approved by the
Executive as soon as reasonably practicable. Promptly following adoption of
such
equity incentive plan, the Company agrees to award 1,000,000 options at market
price as compensation to the Executive on terms that are no less favorable
than
those received by similarly situated officers, directors and employees of the
Company.
3. Miscellaneous.
(a) Construction;
Ratification.
Each
reference in the Employment Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import referring to the Employment Agreement
shall mean and be a reference to the Employment Agreement as amended by this
Amendment. The Employment Agreement is ratified and confirmed in all respects
and shall remain in full force and effect in accordance with its terms as
amended by this Amendment.
(b) Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.
(c) Counterparts.
This
Amendment may be executed in any number of counterparts, all of which, when
taken together shall constitute one and the same instrument, and any party
hereto may execute this Amendment by signing any such counterpart. This
Amendment may be executed via facsimile or any other electronic
means.
*
* * *
*
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first written above.
| MORLEX, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: Chief Executive Officer | ||
| /s/ Xxxxxxx X. Xxxxxx | ||
|
Xxxxxxx
X. Xxxxxx
|
||
