MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made as of this 30th day of June, 2003 by and
between VASOMEDICAL, INC., a Delaware corporation (hereinafter the "Company")
and XXXXXXX X. XXXX, an individual residing at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into an Employment Agreement
dated October 28, 2002 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend said Employment Agreement
as of the date hereof.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph "2" of the Employment Agreement is amended to read as follows:
"2. Employment. The Company hereby employs the Employee as President
and Chief Executive Officer of the Company and the Employee hereby accepts
employment upon the terms and conditions hereinafter set forth."
2. Paragraph "4" of the Employment Agreement is amended by changing
subparagraph (a)(i) and adding subparagraph (a)(iv) as follows:
"4(a)(i) The Company shall pay the Employee a base salary at the rate
of $250,000 per annum payable in equal monthly installments ("Base
Salary").
"4(a) (iv) The Company grants to the Employee options to acquire
300,000 shares of the common stock of the Company at the closing price per
share of the Company's common stock on May 27, 2003, pursuant to the
provisions of the Company's Stock Option Plan ("the Plan") attached as
Exhibit B, the terms of which are incorporated herein."
3. Paragraph "7(b)" of the Employment Agreement is hereby amended to read
as follows:
"7 (b) The Employee shall be entitled to timely reimbursement of all
business expenses reasonably incurred by him in the performance of his
duties to the Company subject to the business expense policy of the
Company, subject to the presenting of appropriate vouchers in accordance
with the Company's policy."
4. Paragraph "11(d)" of the Employment Agreement is hereby deleted in its
entirety and in its place and stead shall be the following:
"11 (d). Without Cause. The Employee may be terminated at any time
without cause. If the Employee is terminated by the Company without cause
he shall be entitled to receive as his sole compensation, a termination
payment, in an amount equal to six (6) months' Base Salary (one-half of his
annual Base Salary) in six (6) equal monthly installments. Notwithstanding
the foregoing, in the event Employee receives compensation as an employee
or consultant from a third party at any time during this six month period,
he shall immediately notify the Company and the monthly amount received
thereunder shall be deducted from the monthly payments by the Company under
this subparagraph."
5. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the day and year first above written.
VASOMEDICAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chairman of the Board
/s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXX
Employee
