AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
Amendment
dated as of February 6, 2006 to the Employment Agreement dated as of the 12th
day of December 2002 (“Original Agreement”) by and between bioMETRX
Technologies, Inc. and assumed by bioMETRX, Inc., formerly known as MarketShare
Recovery, Inc. (the “Company”) with principal executive offices at 00 Xxxxx
Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx and Xxxx X. Xxxxxx, residing at 000 Xxxxxxxx
Xxxx, Xxxxxxx, XX (the “Executive”).
WHEREAS,
the Company, through its Board of Directors (the “Board”) considers the
maintenance of competent and experienced executive officers to be essential
to
its long term success; and
WHEREAS,
the Executive has been and continues to be a valuable employee of the Company;
and
WHEREAS,
the Board believes it is in the Company’s and its shareholders’ best interests
to retain the services of the Executive; and
WHEREAS,
the Company and the Executive have agreed to amend the Original Agreement so
as
to insure that the Executive continues to be employed by the
Company.
NOW
THEREFORE, in consideration of the agreements set forth in the Amendment
(defined below) and those contained in the Original Agreement, the parties
agree
as follows:
A. CERTAIN
DEFINITIONS.
(a)
Except
as otherwise provided in this agreement, all words and terms defined in the
Original Agreement, have the same meanings in this agreement as such defined
words and terms are given in the Original Agreement.
(b) “Agreement”
means the Original Agreement dated as of the 12th
day of
December, 2002, as supplemented and amended by this agreement and as from time
to time further supplemented and amended.
(c) “Amendment”
means this agreement dated as of February 6, 2006.
B. EMPLOYMENT
TERM.
Section
2 of the Original Agreement is deleted and replaced to read as
follows:
“The
initial term of employment shall be for a period of five (5) years commencing
as
of the date of this Amendment. After the initial term, this Agreement shall
be
automatically extended for additional one-year terms on the annual anniversary
date of this Amendment, unless either the Company, through its Board, or the
Executive gives contrary written notice (the “Non-Renewal Notice”) to the other
not less than three (3) months in advance of such anniversary date. References
herein to the term of this Amendment, shall refer to such initial term and
such
successive terms.”
C. COMPENSATION.
Section
5(a) of the Original Agreement is deleted and replaced to read as
follows:
“The
Company shall pay the Executive a base annual salary hereunder of:
$440,000
for Calendar Year 2006
$500,000
for Calendar Year 2007
$560,000
for Calendar Year 2008
$620,000
for Calendar Year 2009
$700,000
for Calendar Year 2010,
payable
in equal semi-monthly installments or at such other intervals as shall be agreed
upon by the parties. The Executive’s base annual salary may be increased from
time to time as determined by the Board, and, if so increased, such base annual
salary shall not thereafter, during the Executive’s employment under the
Agreement, be decreased, and the obligation of the Company hereunder to pay
the
Executive’s base annual salary shall thereafter relate to such increased base
annual salary. The base salary may be deferred and accrued upon the express
written permission of the Executive, in order to accommodate the Company during
its start-up period, and any such accrual of compensation may be converted
into
shares of the Company’s common stock at $.50 per share at the sole discretion of
the Executive. In no event shall cash compensation be less than $240,000.00
per
annum.” The Company shall also pay executive for the year 2006 based on a
$360,000 year salary, as well as paying executive a lump sum payment of $80,000
before February 10, 2006.
D. CAR
ALLOWANCE.
Section
5(g) of the Original Agreement is deleted and replaced to read as
follows:
“Car
Allowance. The Company shall provide to the Executive a car allowance of
not
less
than $1,500 per month during the term of this Agreement.”
E. LIFE
INSURANCE.
Upon
signing this Amendment, the Company shall obtain a Five Million Dollar
($5,000,000) Term Life Insurance Policy on the Executive’s life. The
beneficiaries of the policy shall be the Executive’s family or such other
persons as designated by the Executive. The Company shall be responsible for
paying all premiums related to such policy while the Executive is employed
by
the Company. Thereafter, the premiums will be the sole responsibility of the
Executive.
F. STOCK
OPTIONS.
Upon
signing this Amendment, the Executive shall be granted stock options to purchase
up to 5,000,000 shares of the Company’s common stock at the following
prices:
Number
of Shares Exercise
Price
1,000,000
$0.25
1,000,000
$0.50
1,000,000
$0.75
1,000,000
$1.00
1,000,000
$1.25
Each
option shall be exercisable for a term of four (4) years, expiring on January
31, 2010. The 2,000,000 options exercisable for $0.25 and $0.50, respectively,
shall be issued pursuant to the Company’s Equity Incentive Plan (“Plan”). The
remaining (3,000,000) options shall be issued outside the Plan.
G. TERMINATION
DUE TO A TRIGGERING EVENT.
Section
7(a)(i) of the Original Agreement is deleted and replaced to read as
follows:
“(i)
the
Company shall make a lump sum cash payment to the Executive in an amount equal
to 100% of the remaining base annual salary at the time the Triggering Event
occurs. By way of example, in the event the Executive is terminated as a result
of a Triggering Event at the end of calendar year 2007, the Executive shall
be
entitled to a cash lump sum payment of $1,860,000. In the event the Executive
is
terminated after the initial term, the Company shall make a lump sum cash
payment to the Executive in an amount equal to three (3) times the Executive’s
base annual salary at the time of the Triggering Event.”
H. EFFECT
OF ORIGINAL AGREEMENT.
Except
as
supplemented and amended by this Amendment and such conforming changes as
necessary to reflect the modification herein, all of the provisions of the
Original Agreement shall remain in full force and effect from and after the
effective date of this Amendment.
This
Amendment has been duly authorized and approved by all required corporate action
by the Company and does not violate the certificate of incorporation or by-laws
of the Company.
| BIOMETRX, INC. | ||
| By: /s/ Xxxxxx Xxxx | ||
| Print Name: Xxxxxx Xxxx | ||
| Title: Secretary Director | ||
| /s/ Xxxx Xxxxxx | ||
|
Xxxx
Xxxxxx
|
||
