EXHIBIT (10)(c)(ii)
FIRST MODIFICATION TO EMPLOYMENT AGREEMENT
This First Modification to Employment Agreement is dated July 29th, 1998
("Modification"). This Modification modifies and amends that certain Employment
Agreement ("Agreement") dated July 1, 1998 between NeuroCorp, Ltd.
(the "Company") and Pierre Le Bars (the "Employee").
FOR ONE DOLLAR mutually exchanged and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned do hereby agree and covenant that:
FIRST: The use of the term "permanent employment" shall be deleted
and replaced throughout the Agreement with the term "full-time employment".
SECOND: Section 3 is hereby deleted and replaced with the following:
"3. TERM. The term of this Agreement shall commence on
July 1, 1998 and shall continue until JUNE 30, 2001. The
Company and Employee may enter into successive one-year
terms under a new employment agreement upon negotiation
therefor."
THIRD: Section 4.b. "BONUS" is hereby amended such that the term
"Executive Committee" is hereby deleted and replaced with the term "Board of
Directors".
FOURTH: Section 4.e. is amended by adding the following: "Employee
shall not be eligible for stock incentives or stock options if Employee
beneficially owns 250,000 or more shares of capital stock of the Corporation."
FIFTH: Section 4.f. "OTHER CONSIDERATIONS" is hereby deleted and
replaced with the following:
"4.f. OTHER CONSIDERATIONS. VACATION TIME: No more than 15
business days per year."
SIXTH: Subsection 5.e. is hereby deleted and replaced as follows:
"5.e. CONCLUSION OF TERM. Upon the conclusion of the term
of the Agreement, unless the Company and Employee agree in
writing to continue the Employee's term of employment
under the same terms of the Agreement or under different
terms."
SEVENTH: Subsection 5.f. is hereby added as follows:
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"5.f. REQUIREMENT TO MEET PERFORMANCE OBJECTIVES. If after
two (2) written warnings from either Employee's superior
or from a majority of the board of directors, that
Employee is not meeting the performance objectives
required for Employee's position and role."
EIGHTH: Section 6 is hereby deleted and replaced with the following:
"6. COMPENSATION AFTER OCCURRENCE OF INCAPACITY. After the
Agreement has been terminated for 'Incapacity', the
Company shall no longer be responsible for compensation to
Employee; however, the Company shall have purchased a
long-term disability insurance policy for Employee to
provide minimum benefit payments equal to forty (40%)
percent of the Employee's annual compensation. It shall be
Employee's obligation to initiate and secure coverage for
disability payments after the occurrence of an Incapacity.
The Company shall have no further obligation to Employee
but shall provide such information to the insurance
company as is reasonably requested."
NINTH: Section 7 "INDEMNIFICATION" is hereby deleted in its entirety.
TENTH: Section 13 is deleted and replaced with the following:
"The July 1, 1998 Agreement, as modified hereby, shall be
the entire agreement between the Company and Employee with
respect Employee's terms of employment. All prior
agreements between the undersigned on such subject shall
have merged into the Agreement, as modified. This
Agreement may be modified, changed or amended only by a
written agreement signed by both parties."
ELEVENTH: RECITAL no. 1, and Section 2 are hereby amended by deleting
the phrase: "and all of its subsidiaries".
TWELFTH: Section 18 is hereby deleted and replaced with the following:
"18. SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and
assigns (including successive, as well as immediate,
successors and assigns) of the Company. The obligations of
this Agreement may not, however, be transferred by the
Company without the consent of the Employee, and subject
to the following sentence. If the Company transfers to any
other Person substantially all of its business and assets
by merger, consolidation, sale of assets or otherwise, the
Company must transfer its obligations hereunder to such
other Person and such other Person must accept such
transfer and assume the obligations of the Company imposed
hereby. Company shall notify Employee in writing within
the thirty (30) day period following any transfer of
business and assets that the transferee has accepted the
transfer
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and assumption of the Company's obligations under
this Agreement. The rights and obligations of Employee
under this agreement may not be assigned."
Except as modified herein, the July 1, 1998 Employment Agreement and a
certain Confidential Disclosure Agreement are hereby confirmed and adopted as in
effect between the Company and Employee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective on July 29, 1998.
COMPANY:
WITNESS: NEUROCORP, LTD.
_____________________________ by:
--------------------------------
Its:____________________________
EMPLOYEE:
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Xxxxxx XxXxxx
