X X X X X X
[LOGO] Technologies, Inc.
February 6, 2000
Xxx X. Xxxxxx
00 Xxxx Xxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
Re : Employment Agreement
Dear Zvi :
This is to confirm that, effective January 1, 2000, the terms of your
employment at Xxxxxx Technologies (the "Company") are as follows :
1. Term of Employment : 3 years
2. Base Salary : $ 200,000 annually
3. Bonus : Minimum bonus of $20,000 per calendar year, payable in half-year
increments of at least $10,000 each. (The first increment shall be paid
upon the completion of the DVI loan restructuring.) You are also eligible
(but are in no way entitled) to receive additional performance bonuses,
from time to time, at the sole discretion of Compensation Committee.
4. Stock Grant : You shall be granted 75,000 shares of the Company's Common
Stock (the "Shares"), with the following restriction on the sale or
transfer of the Shares: None of the Shares may be sold or transferred prior
to December 31, 2000; 25,000 Shares may be sold or transferred on or after
December 31, 2000; an additional 25,000 Shares may be sold or transferred
on or after December 31, 2001; and the final 25,000 Shares may be sold or
transferred on or after December 31, 2002. You will be required to pay the
Company the sum of $1.32 per Share which you sell or transfer, and such
payment shall be made within 6 months of such sale or transfer. In the
event of your termination of employment hereunder for cause or your
resignation from employment hereunder, all Shares which may not yet be sold
or transferred at the time of such termination or resignation shall revert
back to the Company, and you agree to execute all documents reasonably
necessary to effect such reversion. In the event that you are terminated
without cause during the term of this Agreement, all restrictions imposed
hereunder on the sale or transfer of the Shares shall be null and void and
without further force or effect.
5. Termination / Severance : Termination of your employment shall be permitted
for cause only. In order to terminate you for cause, a majority of the
members of the Company's Board of Directors must vote for such termination
and must affirmatively find that you are guilty of fraud, dishonesty, or
other acts of misconduct in your rendering of services for or on behalf of
the Company. In the event that you are terminated without cause during the
term of this Agreement, you shall receive twelve (12) months severance.
Kindly sign below to indicate your agreement with all of the terms
contained in this letter agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
The Foregoing is Acknowledged
And Agreed to in its Entirety
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
