OCTOBER 3, 2003 EXHIBIT 10(d-1)
AMENDMENT TO XXXX X XXXXX EMPLOYMENT AGREEMENT WITH CATUITY INC.
DATED APRIL 18, 2000
The Employment Agreement of Xxxx X Xxxxx dated April 18, 2000 with Catuity Inc.
("Agreement") is hereby amended, effective January 1, 2003 as follows. All terms
and conditions in the Employment Agreement that have not been amended as part of
this Amendment shall remain in full force and effect.
Section 2 (a) Salary - Base salary is $160,000 per year effective January 1,
2003.
Section 2 (b) Cash Performance Bonus - A performance bonus for the calendar year
2003 will be earned based on the Company achieving certain Net Revenue (NR) and
Net Income Before Extraordinary Items and Non-Cash Stock Compensation Expense
(NI) objectives as described below:
NI = Net income before non-cash stock compensation and extraordinary items less
the amount, if any, approved by the Board for M&A investigation. The net income
budget before non-cash stock compensation and extraordinary items for 2003 is
the amount approved by the Board at its meeting of 1/28/03 ($ 819,000, which
includes other income).
NR = Net revenue budget for 2003 as approved by the Board at its meeting of
1/28/03 ($ 6,919,000), less the deferred revenue balance as of 12/31/02, as
indicated in the audited Balance Sheet at 12/31/02.
If NR is below budget and NI is less than 90% of budget, no bonus is earned.
If NR is at least equal to budget and NI is between 90% and 99.9% of budget, 50%
of the targeted bonus is earned.
If NR and NI are between 100% and 110% of budget, 100% of the targeted bonus is
earned.
If NR and NI are between 110.1% and 120% of budget, 125% of the targeted bonus
is earned.
If NR and NI are greater than 120% of budget, 150% of the targeted bonus is
earned.
The targeted bonus for 2003, at 100% achievement, is $20,000. If one of the
measurement criteria (NR or NI) is in one of the above ranges and the other is
in a different range, the bonus shall be determined at the lower of the two
ranges.
Section 2 (c) Stock Option Grant - 50,000 unvested options held as of January 1,
2003 that were awarded on May 1, 2000, will be voluntarily surrendered.
Effective on the date that this Amendment is signed, 25,000 options will be
awarded that expire December 31, 2005, at a xxxxx xxxxx of $3.84 (50% of the
exercise price of the surrendered options), and which vest immediately. In the
event Xx. Xxxxx voluntarily resigns, retires, or his employment with Catuity is
terminated by the Company (as defined in Section 3 of the Agreement) during the
term of this Amendment, all vested options held as of the termination date will
expire six (6) months following the date of termination. If Xx. Xxxxx'x
employment terminates due to death or incapacity due to disability (as defined
in Section 3 (c) of the Agreement) during the term of this Amendment, his vested
options will expire one (1) year from the date of termination. Any unvested
options held as of the date of termination expire immediately without regard to
the reason for termination.
