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Excerpted portion from the Company's Form 10-KSB/A Amendment No. 1 filed April
30, 1999.
The Company has entered into an employment agreement with Xx. Xxxxxx X. Xxxxxx
providing that Xx. Xxxxxx will serve as Chief Technical Officer until June 18,
1998, which agreement shall be extended for one additional one-year period
unless either the Company or Xx. Xxxxxx notifies the other party of an intention
to terminate the agreement 30 days prior to the end of the present term. Xx.
Xxxxxx receives an annual salary of $155,000, plus a performance bonus of up to
$12,500 per calendar quarter based upon Xx. Xxxxxx'x exceptional achievements
during the quarter as determined by the Compensation Committee of the Board of
Directors. The agreement contains confidentiality and invention assignment
provisions. The agreement also contains solicitation and non-competition
provisions that extend for twenty-four months following the termination of Xx.
Xxxxxx'x employment; there can be no assurance regarding the enforceability of
such provisions under Texas law. In the event that (i) Xx. Xxxxxx'x employment
is terminated without cause or he resigns as a result of a breach of the
agreement by the Company, or (ii) Xx. Xxxxxx resigns under certain circumstances
following a Change in Control (as defined) of the Company, Xx. Xxxxxx will be
entitled to a lump-sum cash payment equal to 150% of his annual aggregate
compensation and any unused vacation time, and the period in which he can
exercise stock options will be extended for one year. The Company agreed to
indemnify Xx. Xxxxxx for losses sustained and expenses incurred as a result of
the discharge of his duties, to the full extent permitted by law.
