Exhibit 10.8
CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
January 21, 1997
Xxxxxx Xxxxxxx
Chairman, President and Chief Executive Officer
AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Xx. Xxxxxxx:
Reference is made to (i) the Amended and Restated Employment Agreement (the
"Employment Agreement") dated as of June 9, 1994 between Conversion
Technologies International, Inc. ("Conversion") and you and (ii) the Agreement
and Plan of Reorganization dated as of November 18, 1996 (the "Merger
Agreement"), among Conversion, CTI ACQSUB-II, Inc. and Octagon, Inc.
1. This is to confirm that the undersigned hereby agree to amend Section
1(a) of the Employment Agreement to reflect that, effective upon consummation
of the merger (the "Merger") contemplated by the Merger Agreement, you will
continue to serve as an employee of Conversion but you will cease to serve as
the President and Chief Executive Officer of Conversion. Section 1(a) is
further amended by replacing the duties indicated therein with such duties as
shall be directed by the Board of Directors, agreed to primarily encompass
corporate development activities, such as project development, mergers,
acquisitions, joint ventures, strategic partnerships, fund raising, investor
relations, and activities related to market development for the Company's
products. You will also serve as an industry representative for Conversion in
dealing with the EPA, computer manufacturers, electronic recyclers and others.
Section 1(a) is further amended by indicating that you will continue to serve
as a Director of Conversion and as Chairman of the Board, and as a member of
the Executive Committee of the Board of Directors, until the earlier of your
resignation or removal from such positions in accordance with Conversion's
by-laws and applicable law; provided, however, that if for any reason you are
removed as Chairman, you will retain the title of Vice-Chairman during the term
of the Employment Agreement.
2. You acknowledge that the amendments effected hereby shall not
constitute a "Termination" for purposes of Section 6 of the Employment
Agreement.
3. This amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to principles of
conflicts of laws.
4. Except as amended hereby, the Employment Agreement shall remain in full
force and effect.
Please acknowledge your agreement with the foregoing by executing this
amendment where indicated below.
Sincerely,
CONVERSION TECHNOLOGIES
INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President and General Counsel
ACKNOWLEDGED AND AGREED TO BY:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
