EXHIBIT 10.8
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the "Amendment"), to that certain Employment Agreement
(the "Agreement") entered into on February __, 1997 by and between Apple
Orthodontix, Inc., a Delaware corporation (the "Company"), and Xxxx X.
Xxxxxxx, D.D.S. (the "Employee").
RECITALS
Company and Employee have previously entered into the Agreement which
reflects the agreement of parties concerning the employment of Employee by
Company.
Section 9(E) of the Agreement provides that the Agreement may be amended
by written agreement executed and delivered by the parties.
Each of Employee and Company desire to amend the Agreement by this
Amendment.
NOW, THEREFORE, in consideration of the foregoing and mutual provisions
contained herein, and for other and good valuable consideration, the parties
hereto agree that the Agreement shall be amended effective as of September 10,
1998.
1. By amending Section 5(A)(iii) to read as follows:
2. If the Company otherwise terminates the Employee's Employment, the Company
shall pay Employee all the amounts specified by Section 5(A)(ii) above.
3. In the event Employee's employment is terminated by the Company, it is the
intention of the parties to negotiate and enter into a mutually acceptable
consulting arrangement upon termination, pursuant to which Employee would
provide requested services to the business development activities of the
Company for a period of thirty-six months and to be paid an amount to be
commensurate with the value of services rendered. The aggregate amount of
consulting fees to be paid to Employee pursuant to his consulting agreement
shall be $865,000. Upon such aggregate amount being paid to Employee,
Employee shall have no further obligation to provide consulting services to
Employer and shall have no further right to receive consulting fees from
Employer. Employer shall covenant that it will use its best efforts to
provide Employee transaction opportunities for each month during the term of
this consultant agreement that will generate for Employee a minimum
consulting fee of $72,081 per quarter. Further, upon a Change of Control, as
defined in the Employee's Employment Agreement, the Employer or its successor
shall pay the Employee an amount equal to the difference between $865,000 and
all amounts previously paid, including any outstanding draws and accrued
interest, pursuant to the consulting agreement if any such agreement is
effective.
4. References to "Chief Executive Officer" in Section 2(A) shall be deleted and
the title "Chairman of the Board" shall be substituted therefor. Employee
agrees that no breach of the Agreement has occurred because of the foregoing
change in responsibilities of Employee.
5. The Company agrees to loan to Employee $500,000 pursuant to the form of
promissory note and stock pledge agreement attached hereto as Annex A.
6. Except as otherwise expressly modified by the Amendment, all terms and
provisions of the Agreement shall remain unchanged and hereby are ratified
and confirmed and shall be and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment to the Agreement as of the day and year indicated above.
APPLE ORTHODONTIX, INC.
A. XXXXX XXXXXXXX
By: A. Xxxxx Xxxxxxxx
CEO and President
EMPLOYEE
XXXX X. XXXXXXX, D.D.S.
Xxxx X. Xxxxxxx, D.D.S.
