Exhibit 10.06
ADDENDUM 3 TO THE SIMON EMPLOYMENT AGREEMENT OF 8-01-02
The following are amendments to the Xxxxx Xxxxx Employment Agreement
with SCHIMATIC Cash Transactions Xxxxxxx.xxx, Inc. dba Smart Chip Technologies
("Company," "SCTN" or "Employer") effective 8-01-02 as amended by Addendums on
7-28-03 and 5-05-2004:
For the purpose of cleaning up the "stock overhang" of the Company, as dictated
by the Board of Directors, the Company and Simon agree to the following
regarding Stock, Stock Options and Bonuses. The stock to be issued under the
terms of this agreement will settle all prior agreements related to stock, stock
options, and agreements to convert debts to stock. All stock will be issued
effective the date of this agreement, but physical certificates representing
that stock will not be printed and delivered to Simon until the shareholders
meet and approve an increase to the limit of shares authorized.
1. Under previous agreements Xxxxx Xxxxx has the rights to the
following:
a. Stock options to purchase 12,000,000 shares at $.05 per
share, and the company has agreed to expense the
exercise price, and all applicable taxes and
withholding thereon;
b. Stock options to purchase 2,055,000 shares at $.10 per
share;
c. 3,007,789 shares exercised by non-recourse note in the
amount of $384,997;
d. A Secured Convertible note in the amount of $310,466.27
plus interest since September 30, 2002, that can be
converted to stock at $.05 per share plus a 50% bonus;
e. Accrued salary from August 1, 2002 through June 30,
2004, that can be converted to 5,750,000 shares;
f. Deferred compensation agreement dated July 31, 2002 in
the amount of $90,625, which is convertible to stock at
70% of market price;
g. A 2003 performance bonus of $75,000 gross, $69,000 net,
in the form of 1,254,545 shares to be issued.
ADDENDUM 3 TO THE SIMON EMPLOYMENT AGREEMENT OF 8-01-02 Page 2
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2. Under this agreement Xxxxx Xxxxx agrees to the following:
a. All references to converting unpaid salary to stock or
stock options are void.
b. All references to converting unpaid business expenses
to stock or stock options are void.
c. The Addendums to the Simon Employment Agreement of
8-01-02 are hereby affirmed by this agreement, with the
exception of Simon's ability to convert money due to
stock or options.
x. Xxxxx gives up his right to have the company expense
the exercise price of 12,000,000 shares at $.05 per
share, including all applicable taxes and withholding
thereon.
x. Xxxxx and the Company agree to convert Simon's accrued
salary from August 1, 2002 through June 30, 2004 to
5,750,000 shares, per the terms of the employment
agreement.
x. Xxxxx agrees to convert his Secured Convertible Note of
$310,466.27 plus interest to 9-30-2004 to stock under
the same terms and conditions as the rest of the
Secured Convertible Note holders.
x. Xxxxx agrees to convert his Deferred Compensation
Agreement dated July 31, 2002 in the amount of $90,625,
to stock at 70% of the closing market price as of the
date of this agreement.
x. Xxxxx agrees that he will not ask for any additional
shares or options as compensation for employment
through the end of his employment agreement.
x. Xxxxx agrees that if the Company does not have
sufficient working capital to pay salaries in full, the
Board will determine when payments are made.
3. Under this agreement Xxxxx Xxxxx is being granted the following:
a. A performance bonus of 3,000,000 shares;
b. A settlement for forgoing all rights that would accrue
in the future, as agreed above, of 3,500,000 shares.
ADDENDUM 3 TO THE SIMON EMPLOYMENT AGREEMENT OF 8-01-02 Page 3
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c. Rights to stock options to purchase 12,000,000 at $.05
per share are being affirmed and a bonus is hereby
granted to be used to exercise those options equivalent
to the funds needed to exercise the 12,000,000 options
to purchase shares as of this date.
d. Rights to stock options to purchase 2,055,000 at $.10
per share are being affirmed and a bonus is hereby
granted to be used to exercise those options equivalent
to the funds needed to exercise the 2,055,000 options
to purchase shares as of this date.
e. A bonus in the amount of $384,997 to pay off the
non-recourse note used to purchase 3,007,789 option
shares.
Subject to review by Xxxxx Xxxxx, the method of recording these transactions may
be modified in conformance with the best interest of the Company, including tax
liability.
I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, I UNDERSTAND ITS TERMS, AND AGREE TO
BE BOUND BY ALL OF ITS TERMS. I ALSO UNDERSTAND I HAVE THE RIGHT TO HAVE THIS
AGREEMENT REVIEWED BY INDEPENDENT COUNSEL.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on July 7,
2004.
Employer: Employee:
SCTN Xxxxx Xxxxx
000 X. Xxxx Xxxxxxx Xx. 0000 X. Xxxxxxx Xxxx.
Xxx Xxxxx, XX 00000 Xxxxx, XX 00000
By:/s/ Xxxxxxx XxXxxx By: /s/ Xxxxx Xxxxx
----------------------------- -----------------------------
Xxxxxxx XxXxxx, Director Xxxxx Xxxxx
By: ____________________________
Xxxxxx X. Xxxxxxx, Vice President and Director
