EXHIBIT 10.4
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 2 dated as of August 26, 2002 between MEDJET INC. (the
"Company"), a Delaware corporation having an office at 0000 Xxxx Xxxxxxx Xxxx
Xxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 and XXXXXX X. XXXXXX ("Executive"),
residing at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx 00000 to the EMPLOYMENT
AGREEMENT dated as of April 9, 1999, as amended as of March 13, 2002, between
the Company and Executive (the "Employment Agreement").
WITNESSETH
WHEREAS, Executive has served as Chairman, Chief Executive Officer, and
Chief Technical Officer of the Company since its inception;
WHEREAS, the Company desires to continue to receive the benefit of
Executive's services and Executive is willing to continue to provide such
services to the Company, upon the terms and conditions set forth in this
Agreement;
WHEREAS, the Company is a party to the Agreement and Plan of Merger and
Reorganization, dated as of August 17, 2001, with VISX, Incorporated ("Parent")
and Orion Acquisition Corp., as amended (the "Merger Agreement"); capitalized
terms not otherwise defined herein shall have the meanings given to such terms
in the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties agree as follows:
1. Section 1 of Amendment No. 1 to Employment Agreement is hereby
amended by deleting such section in its entirety and replacing it with the
following:
"In order to induce Executive to enter into this Agreement,
Executive will be paid an inducement bonus either (i) in the form of an
option to purchase 32,000 shares of Company common stock at an exercise
price of $0.15, which option shall only be exercisable if the Merger is
consummated or (ii) in $60,000 cash, payable by the Company no later
than ten days after the Merger is terminated."
2. Except as hereby amended, the Employment Agreement is hereby
ratified and confirmed and shall remain in full force and effect.
3. Governing Law. This Amendment shall be governed by and construed and
enforced with the laws and decisions of the State of New Jersey applicable to
contracts made and to be performed therein without giving effect to the
principles of conflicts of laws.
MEDJET INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Vice President Finance &
Human Resources
EXECUTIVE
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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