AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
Amendment
dated as of January 26, 2006 to the Employment Agreement dated as of the
5th
day of
August 2006 (“Original Agreement”) by and between bioMETRX, Inc., formerly known
as MarketShare Recovery, Inc., a Delaware corporation (the “Company”) and
Xxxxxxxx Xxxxx (“Xx. Xxxxx”).
WHEREAS,
Xx. Xxxxx has been and continues to be a valuable employee of the Company;
and
WHEREAS,
the Company wishes to continue to retain the services of Xx. Xxxxx;
and
WHEREAS,
the Company and Xx. Xxxxx have agreed to amend the Original Agreement so as
to
insure that she continues as an employee of the Company.
NOW
THEREFORE, in consideration of the agreements set forth in the Amendment
(defined below) and those contained in the Original Agreement, the parties
agree
as follows:
A. CERTAIN
DEFINITIONS.
(a)
Except
as otherwise provided in this agreement, all words and terms defined in the
Original Agreement, have the same meanings in this agreement as such defined
words and terms are given in the Original Agreement.
(b) “Agreement”
means the Original Agreement dated August 5, 2005, as supplemented and amended
by this agreement and as from time to time further supplemented and
amended.
(c) “Amendment”
means this agreement dated as of January 26, 2006.
B. RECITALS.
The
entire “Recitals” section of the Original Agreement is deleted and replaced to
read as follows:
“RECITALS
WHEREAS,
the Company, through its Board of Directors, considers the maintenance of
competent and experienced executive officers to be essential to its long-term
success; and
WHEREAS,
in this regard, the Company has determined that it is in its best interests
to
employ Xx. Xxxxx as the Company’s Chief Operating Officer.”
C. EMPLOYMENT
TERM.
Section
2
of the Original Agreement is deleted and replaced to read as
follows:
“The
initial term of employment shall be for a period of three (3) years commencing
as of the date of this Amendment. After the initial term, this Agreement shall
be automatically extended for additional one year terms on the annual
anniversary date of this Amendment, unless either the Company, through its
Board, or Xx. Xxxxx gives contrary written notice (the “Non-Renewal Notice”) to
the other not less than three (3) months in advance of such anniversary date.
References herein to the term of this Agreement, as amended, shall refer to
both
such initial term and such successive terms.”
D. COMPENSATION.
Section
5(a) of the Original Agreement is deleted and replaced to read as
follows:
“(a) Salary.
The Company shall pay Xx. Xxxxx a base annual salary hereunder of not less
than
$150,000, payable in equal semimonthly installments. Xx. Xxxxx’x base annual
salary may be increased from time to time as determined by the Board and, if
so
increased, such base annual salary shall not thereafter, during Xx. Xxxxx’x
employment under this Agreement, as amended, be decreased and the obligation
of
the Company hereunder to pay Xx. Xxxxx’x base annual salary shall thereafter
relate to such increased base annual salary. The base salary may be deferred
and
accrued upon the express written permission of Xx. Xxxxx, in order to
accommodate the Company during its start-up period.”
E. SECTION
5(d) PARTICIPATION IN BENEFIT PLANS.
Section
5(d) of the Original Agreement is supplemented to include the
following:
“Xx.
Xxxxx shall be immediately eligible to participate in the Company’s health
insurance plan in the same respect as such other executive officers of the
Company are currently covered by such plan.”
F. STOCK
OPTIONS.
Upon
signing this Amendment, Xx. Xxxxx shall be granted the option to purchase up
to
1,000,000 shares of the company’s common stock at an exercise price of ten cents
($.10) per share. Such option will contain a cashless exercise
provision.
G. EFFECT
OF ORIGINAL AGREEMENT.
Except
as
supplemented and amended by this Amendment and such conforming changes as
necessary to reflect the modification herein, all of the provisions of the
Original Agreement shall remain in full force and effect from and after the
effective date of this Amendment.
This
Amendment has been duly authorized and approved by all required corporate action
by the Company and does not violate the certificate of incorporation or by-laws
of the Company.
| BIOMETRX, INC. | ||
| By: /s/ Xxxx Xxxxxx | ||
| Xxxx Xxxxxx, Chief Executive Officer | ||
| /s/ Xxxxxxxx Xxxxx | ||
|
Xxxxxxxx
Xxxxx
|
