AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2 to Employment Agreement, effective as of March
28, 1997, by and between Xxxx X. Xxxxxxx ("Xxxxxxx") and H.E.R.C. Products
Incorporated ("Corporation").
WHEREAS, Xxxxxxx and the Corporation entered into an
Employment Agreement dated as of January 1, 1994, as amended ("Employment
Agreement"); and
WHEREAS, Xxxxxxx and the Corporation wish to further amend the
Employment Agreement to provide for the terms of the severance of Xxxxxxx'x
employment.
NOW, THEREFORE, in consideration of the covenants set forth
herein, it is agreed:
1. Through June 30, 1997, all the terms of the Employment
Agreement, prior to this Amendment, shall remain in full force and effect.
2. As compensation after June 30, 1997, in substitution of the
provisions of Sections 3.1 (Base Salary) and 3.2 (Bonus) of the Employment
Agreement, the Corporation will pay Xxxxxxx the following amounts:
(a) On the first day of each month, from and
including July 1, 1997 through December 31, 1997, the Corporation will pay
Xxxxxxx $7,500; and
(b) On the first day of each month, from and
including January 1, 1998 through December 31, 1998, the Corporation will pay
Xxxxxxx $5,000.
3. In substitution of the provisions of Section 3.3 (Benefits)
after June 30, 1997, the Corporation will provide Xxxxxxx with his current
family medical and dental insurance coverage in the manner provided under the
COBRA rules and regulations after June 30, 1997 through December 31, 1998.
4. Section 3.5 of the Employment Agreement shall remain
operative through October 31, 1997. In addition, Xxxxxxx shall have the right to
purchase on or before November 1, 1997 from the Corporation the 1995 WindStar
Van which he is currently using and all its accessories at the lesser of book
value on the books of the Corporation or dealer wholesale "blue book" value on
the date of purchase.
5. Section 4 is amended as provided in the separate Option
Agreement, as amended.
6. Section 5 is amended to provide that the term shall
continue through June 30, 1997.
7. Section 8 is amended to provide that Xxxxxxx shall be
deemed to have resigned as a director and officer of the Corporation and any
subsidiary or affiliate of the Corporation on June 30, 1997.
8. Sections 1, 2, 3.4, 3.6, 6 and 7 of the Employment
Agreement shall cease to be operative on and after July 1, 1997. Except as
modified in this Amendment, all the other terms of the Employment Agreement,
including, but not limited to, Sections 3.8 and 9 thereof, shall remain in full
force and effect after June 30, 1997.
9. Terms not otherwise defined in this Amendment shall have
the meanings assigned to them in the Option Agreement.
H.E.R.C. PRODUCTS INCORPORATED
By: /s/ S. Xxxxxx Xxxx
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S. Xxxxxx Xxxx, Chief Executive Officer
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
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