EXHIBIT 10.3
[CONVERSION TECHNOLOGIES LETTERHEAD]
VIA FACSIMILE
March 26, 1997
Xxxxx X. Xxxxxxxxxxx
Chairman and Chief Financial Officer
Octagon, Inc.
000 X. Xxxxx Xxxx Xxxx.
Xxxxx 0000
Xxxxxxxxx Xxxxxxx, XX 00000
EMPLOYMENT AGREEMENT AMENDMENT
Dear Xxxxx:
Reference is made to the Employment Agreement dated as of November 18, 1996
between you and Conversion Technologies International, Inc. (The "Company"),
relating to your employment with the Company upon consummation of he pending
merger of Octagon, Inc. With and into a subsidiary of the Company (the
"Merger").
1. The undersigned hereby agree that, upon consummation of the Merger, in
addition to serving as Chief Financial Officer of the Company, you will be
elected to the Board of Directors of the Company.
2. Section 2 of the Employment Agreement is hereby amended by adding a Section
2(c) which shall read in it entirety as follow:
(c) GRANT OF OPTIONS. Effective upon consummation of the Merge, the
Employee will receive non-qualified stock options to purchase 150,000
shares of the Company's Common Stock at an exercise price equal to the
closing price of the Common Stock in trading on the Nasdaq SmallCap Market
on the date of such consummation. Twenty percent (20%) of such options
will be immediately vested and 20% of such options will vest on each
anniversary of the date of grant, subject to the vesting and other
provisions to be set for th in a non-qualified stock option agreement to be
entered into by the parties. In the event that at any time you resign as
the Chief Financial Officer but remain as a director of Conversion,
two-thirds of the then unvested options shall
XXXXX X. XXXXXXXXXXX MARCH 26, 1997
be canceled and the remaining one-third unvested options shall vest ratably
on each following anniversary of the date of grant so that such unvested
options will be fully-vested on the fourth anniversary of the date of grant
3. This amendment shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to principles of conflicts
of laws.
4. Except as amended hereby, the Employment Agreement shall remain in full
force and effect.
Please acknowledge your agreement with the foregoing by executing this amendment
where indicated below.
Sincerely,
CONVERSION TECHNOLOGIES ACKNOWLEDGED AND AGREED TO BY:
INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxxxx
Vice President and General Counsel
