Exhibit 10.2(c)
EMPLOYMENT AGREEMENT for XXXXXXX X. XXXXXX
Amendment no. 3
THIS AGREEMENT, made as of ths 5th day of February, 2004, amends the
EXECUTIVE EMPLOYMENT AGREEMENT (the "Employment Agreement") between IHealth,
Inc., a Delaware corporation (the "Company") and Xxxxxxx X. Xxxxxx (the
"Employee"), dated April 18, 2002:
WHEREAS, the Company and Employee wish to amend the Employment
Agreement to correct typographical errors in Section 5(a) and consolidate the
amendments to Section 5 thereof,
NOW, THEREFORE, in consideration of one dollar and the mutual
agreements herein made, Section 5 of the Employment Agreement is hereby amended
to read as follows:
5. Compensation and Benefits.
a. Salary. The Employee shall be entitled to a base salary of
$35,000 for the 12-month period April 15, 2002 through April 14, 2003;
a base salary of $50,000 for the 12-moth period ended April 14, 2004; a
base salary of $75,000 for the 12-month period ended April 14, 2005; a
base salary of $100,000 for the 12-month period ended April 14, 2006;
and a base salary of $150,000 for the 12-month period ended April 14,
2007.
b. Vacation. During each fiscal year of the Company, the
Employee shall be entitled to such amount of vacation as determined by
the Board of Directors consistent with the Employee' s position and
length of service to the Company.
c. Business Expense Reimbursement. During the Term of
employment, the Employee shall be entitled to receive proper
reimbursement for all reasonable, out of-pocket expenses incurred by
the Employee (in accordance with the policies and procedures
established by the Company) in performing services hereunder, provided
the Employee properly accounts therefore.
d. Accrual. Except as provided in the following sentence, all
Employee's salary earned from April 18, 2002 through February 28, 2005,
shall be accrued until the time described in subparagraph e below.
Commencing March 1, 2005, or on such earlier date as the Company shall
have generated positive cash flow from operations, Employee shall be
entitled to current payment of salary in monthly installments or such
other frequency as Employee and the Company's board of directors may
agree, provided that nothing herein shall affect the continued deferral
of salary accrued in accordance with the first sentence of this
subparagraph d.
e. Payment of accrued salary. On March 1, 2005, or at such
earlier time as the Company's assets shall exceed $500,000, whether
from operations or investment, Employee shall be entitled to payment of
all salaries accrued in accordance with subparagraph d above; provided,
however, that the payment of accrued salary may be further deferred if
the Company's board of directors determines that such deferral is in
the Company's best interest.
All other terms and provisions of the Employment Agreement and
Amendment no. 1 dated December 20, 2003, remain unchanged and in full force and
effect.
WITNESS the parties' hands as of the day and year first above stated:
IHealth Inc.
by /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, employee
