Exhibit 10.10.1
ADDENDUM TO AGREEMENT
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ADDENDUM TO AGREEMENT made as of June 15, 2000, by and between
EQUIDYNE CORPORATION, formerly American Electromedics Corp., a Delaware
corporation (hereinafter referred to as the "Company"), and XXXXXXX X. XXXXXXXXX
(hereinafter referred to as the "Executive") (the "June Agreement").
W I T N E S S E T H :
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WHEREAS, the Executive and the Company have entered into an Amended
and Restated Employment Agreement, dated as of the 1st day of January, 2000 (the
"Employment Agreement") ;
WHEREAS, the Executive and the Company entered into the June Agreement
to give the Executive the right to terminate the Employment Agreement at an
earlier date and to provide for certain payments and other benefits to the
Executive upon termination of his employment; and
WHEREAS, the parties wish to enter into this Addendum to Agreement in
order to provide for future payments to the Executive and to clarify the
Executive's Departure Date;
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. Section 1 of the June Agreement is amended to change the
Departure Date to a date chosen by the Executive in his discretion, but no later
than February 28, 2001.
2. The second sentence of Section 2.1 (a) of the June Agreement is
deleted in its entirety and is replaced by the following: "The Company shall
pay the Executive a Profits Bonus for the Fiscal Year 2001 pursuant to Section
4.02 of the Employment Agreement, provided, however, that such Profits Bonus
shall not exceed $500,000. Since the Executive's Departure Date will in all
events occur prior to the end of Fiscal Year 2001, the Profits Bonus payable to
the Executive, after the Executive is paid the partial payment discussed in the
following sentence, shall equal the amount of the Profits Bonus that the
Executive would have been entitled to receive for Fiscal Year 2001 if he had
been employed by the Company under the Employment Agreement during the entire
Fiscal Year 2001, multiplied by a fraction, the numerator of which shall be the
number of days during Fiscal Year 2001 that Executive was employed by the
Company and the denominator of which shall be three hundred and sixty-five
(365).
In addition, if during Fiscal Year 2001 the Company disposes of, in
any fashion or manner, shares of Xxxxx XX Medizintechnik ("Xxxxx") held by the
Company as of July 31, 2000, and receives net proceeds in excess of $5,000,000,
regardless of whether such proceeds may be in cash, stock, other negotiable
securities or a credit from Xxxxx or a combination thereof, then the Company
shall pay the Executive an amount of $250,000 in cash, representing partial
payment of the Profits Bonus for Fiscal Year 2001. The Company shall pay said
amount to the Executive within 10 days of its receipt of the net proceeds or
credit upon such disposition.
If at any time prior to July 31, 2001 there is a "change of control"
of the Company (as defined in Section 6.06 of the Employment Agreement), then
the maximum amount ($275,000 for Fiscal Year 2000 and $785,000 for Fiscal Year
2001) of the Profits Bonus pursuant to Section 4.02 of the Employment Agreement
for Fiscal Years 2000 and 2001, less any amounts of the Profits Bonus previously
paid to the Executive pursuant to this Agreement, shall be payable in cash
within 10 days after the "change of control" of the Company shall be deemed to
have occurred."
3. Except as modified and amended herein, the terms and conditions
of the June Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to
Agreement as of September 1, 2000.
EQUIDYNE CORPORATION
By:
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Xxxxxx X. Xxxxxx
Chief Executive Officer
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Xxxxxxx X. Xxxxxxxxx
