SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
99.3
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made as of September 1, 2006
(the “Amendment”), by and between Xxxxxxx X. Xxxxxxxx, M.D. (the “Employee”) and
Health Discovery Corporation, a Texas corporation (the “Employer”).
RECITALS
A. The
Employer executed and delivered to Employee that certain Employment Agreement
dated as of September 15, 2003 (the “Employment Agreement”). The Employment
Agreement provides that Employer will employ Employee for a period of five
(5)
years, unless earlier terminated, under the terms and conditions set forth
therein.
B. The
Employer and Employee agreed to an amendment to the terms of compensation
pursuant to that certain First Amendment to Employment Agreement dated as
of
December 30, 2005 (the “First Amendment”).
C. The
Employer has negotiated a loan in the principal amount of $1,000,000.00 (the
“Loan”) the proceeds of which will be used for general working capital purposes,
and one condition of the Loan is Employee’s execution of this
Amendment.
D. The
Employer has requested, and the Employee has agreed to, an amendment to the
terms of compensation evidenced by the Employment Agreement, and the parties
wish to memorialize their agreement in writing.
E. As
consideration for entering into this Amendment, Employer shall pay Employee
$5,000.00 as payment for the waiver of all deferred compensation owed to
Employee and will indemnify Employee for all associated taxes incurred thereon
other than federal and state income taxes.
NOW,
THEREFORE, for and in consideration of the mutual agreements herein stated,
and
other good and valuable consideration, the adequacy and receipt of which
are
hereby acknowledged, Employer and Employee agree as follows:
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1.
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Section
3.1 shall be deleted and replaced with the following:
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3.1 Salary.
Employer shall pay Employee a base gross salary at the rate of $10,000 per
month, payable in accordance with Employer’s customary payment policy.
2. Employee
hereby waives all deferred compensation owed to Employee by Employer, and
Employer hereby agrees to indemnify Employee for all taxes, other than federal
and state income taxes, incurred by Employee as a result of this
Amendment.
3. Effective
Time. This Amendment shall become effective upon the receipt of the proceeds
of
the Loan.
4. No
Other
Amendment or Waiver. The Employment Agreement, as amended by the First Amendment
and by this Amendment, remains in full force and effect in accordance with
its
terms, and Employer and Employee hereby ratify and confirm the
same.
5 Counterparts.
This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which, when so executed
and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one instrument.
6. Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit
of
the successors and permitted assigns of the parties hereto.
7. Section
References. Section titles and references used in this Amendment shall be
without substantive meaning or content of any kind whatsoever.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, Employer and Employee have executed this Amendment as of
the
day and year first written above.
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EMPLOYEE
/s/
Xxxxxxx X. Xxxxxxxx,
M.D.
Xxxxxxx
X. Xxxxxxxx, M.D., CEO
HEALTH
DISCOVERY CORPORATION
By:
/s/
Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Executive Vice President
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