EXHIBIT 5.1
FIRST AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT
WHEREAS an Executive Employment Agreement (the "Agreement") was entered
into by and between PLANET POLYMER TECHNOLOGIES, INC., a California corporation
(the "Company"), and XXXXXX X. XXXXXXXXX ("Executive") on January 1, 1999; and
WHEREAS the Company and Executive desire to amend the Agreement;
NOW THEREFORE, the Agreement is amended as follows:
1. Subsection b of Section 1 entitled "Term" is hereby amended and restated
as follows:
"Term. The term of Executive's employment with the Company shall
terminate on December 31, 2002. Notwithstanding the foregoing,
Executive's employment with the Company shall be renewed for an
additional one year term starting on January 1, 2003 if the ending cash
balance of the Company at October 31, 2002 is $350,000.00 or greater
(excluding cash generated through borrowings, capital infusions, merger,
acquisition or similar corporate reorganization, or the deferral of
payments or expenses properly payable at an earlier date), otherwise the
Company may, but is not obligated to, extend the term for an additional
one year term.
2. Section 3 entitled "Compensation" is hereby amended to provide that the
payment of Executive's salary pursuant to subsection a of Section 3 of
the Agreement shall be subject to the Company having enough cash on
hand, including revenues generated by the Company from the liquidation
of assets, minimization of liabilities, receipt of royalties, and
consulting and service revenue earned by Executive on behalf of the
Company, sufficient to pay Executive's salary and minimum anticipated
expenses for the Company to continue business through December 31 of
that calendar year. To the extent that cash is insufficient to pay for
Executive's salary and anticipated expenses, Executive's salary shall be
reduced to not more than the amount of consulting and other revenue
Executive generates from his activities on behalf of the Company such
that adequate resources are retained by the Company to continue business
through December 31 of that calendar year.
3. If the ending cash balance of the Company at October 31, 2002 is
$500,000.00 or greater (excluding cash generated through borrowings,
capital infusions, merger, acquisition or similar corporate
reorganization, or the deferral of payments or expenses properly payable
at an earlier date), Company shall cancel the options granted to
Executive to purchase 125,000 shares of Company common stock at $1.65
per share and reissue options to purchase 125,000 shares of the Company
common stock at the then market value plus 10%. If the ending cash
balance of the Company at October 31, 2002 is $1,000,000.00 or greater
(excluding cash generated through borrowings, capital infusions, merger,
acquisition or similar
1
corporate reorganization, or the deferral of payments or expenses
properly payable at an earlier date), Company shall cancel all
outstanding options granted to Executive to purchase shares of Company
common stock (222,533) and reissue options to purchase 222,533 shares of
the Company common stock at the then market value plus 10%. It is
intended that to the extent possible such options shall qualify as
incentive stock options.
3. Except as set forth above, all other terms and conditions of the
Agreement as set forth therein shall remain unchanged. This Amendment
shall be effective as of November 1, 2001.
[SIGNATURE PAGE TO FOLLOW THIS PAGE]
SIGNATURE PAGE
TO FIRST AMENDMENT TO
EXECUTIVE AGREEMENT
"COMPANY"
PLANET POLYMER TECHNOLOGIES, INC.
By: ______________________________
"EXECUTIVE"
__________________________________
Xxxxxx X. Xxxxxxxxx
2
