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Exhibit 10.4.1
ADDENDUM #1 TO THE
EMPLOYMENT AND SEPARATION AGREEMENT
This employment agreement addendum #1 ("Agreement") made effective January
1, 2000, by and between DURASWITCH INDUSTRIES, INC., a Nevada corporation,
("DuraSwitch"), and XXXXXX X. XXXXXX ("Employee").
Xx. Xxxxxx'x term shall coincide with that of the other Executive Management of
DuraSwitch with the appropriate date changes made to the Profit Incentive Bonus
to run through that same term. An additional subsection of Section Fifteen has
been added to provide incentive for Xx. Xxxxxx to accomplish appropriate Mergers
and Acquisitions to be included as part of the original Profit Incentive Bonus.
The original Profit Incentive Bonus did not anticipate the current Business
Objective of finding a Merger or Acquisition candidate for the purchase of all
or a portion of DuraSwitch, therefore, the parameters of the 5% incentive bonus
is hereby expanded.
The relevant sections in the original agreement are replaced in their entirety
as written below:
SECTION TWO:
2.1 Term of Employment. The term of Employee's employment shall be UNTIL
APRIL 30, 2004. Continued employment of Employee by Employer after APRIL
30, 2004, shall be for the term and on the conditions agreed to by the
parties prior to the expiration of this agreement.
SECTION FIFTEEN:
15.1 Profit Incentive Bonus. The Employer agrees to an incentive bonus to
the Employee based upon fiscal year financial results beginning with
the year ended December 31, 1999 through December 31, 2004. Within 45
days of the fiscal year end the Employer will compute the results of
the profit (subject to audit) and pay to the Employee a bonus of 5% of
the net profit before tax, goodwill amortization, non-cash charges
(i.e., option compensation, stock for services, acquisition valuation
adjustments) of DuraSwitch.
15.2 MERGER OR ACQUISITION BONUS. THE EMPLOYER AGREES TO AN INCENTIVE BONUS
TO THE EMPLOYEE EQUAL TO 5% OF THE GROSS CONSIDERATION GIVEN FOR ANY
MERGER OR ACQUISITION OF DURASWITCH TO BE PAID IN LIKE KIND AT THE
CLOSING OF SUCH EVENT. IF THE TRANSACTION CONSIDERATION GIVEN IS
NON-LIQUID FOR THE EMPLOYEE THE AMOUNT EQUAL TO FEDERAL AND STATE TAX
LIABILITIES OF THE EMPLOYEE SHALL BE CONVERTED TO CASH OR OTHER LIQUID
ASSETS SUCH THAT THE EMPLOYEE CAN PAY THE REQUIRED TAX LIABILITIES.
THIS INCENTIVE BONUS SHALL REMAIN IN EFFECT FOR ANY MERGER OR
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ACQUISITION THAT OCCURS WITHIN 12 MONTHS FROM ANY CORPORATE INITIATED
SEPARATION.
IN WITNESS WHEREOF, the undersigned execute this Agreement to be effective on
the date herein written.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
DURASWITCH INDUSTRIES, INC., a
Nevada corporation
/s/ R. Xxxxxx Xxxxxx
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R. Xxxxxx Xxxxxx
Its: Chief Executive Officer
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