EXHIBIT 10.2.1
AMENDMENT TO EMPLOYMENT AGREEMENT
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This Agreement is made effective March 31, 1998, by and through Optical
Security Group, Inc. ("Company") and Xxxxxxx Xxxx ("Employee") and is an
amendment to the Employment Agreement existing between the Company and Xxxxxxx
Xxxx effective April 1, 1996.
The April 1, 1996 Agreement is hereby ratified and reaffirmed except as
hereinafter specifically modified:
1. Term of Employment. Section 2 is hereby modified to read:
Employee's employment hereunder shall be for a term of five years
commencing on April 1, 1996, unless earlier terminated under the provisions of
paragraphs 7 or 8 of this Agreement. The parties acknowledge that Employee has
been employed by the Company since September 17, 1993, under a written
employment agreement. This Agreement supersedes and replaces all previous
employment agreements, oral or written, between the parties except paragraph 6,
which applies retroactively to Employee's first date of employment.
2. Compensation. Section 3 is hereby modified to read:
Salary. As compensation for services, Employee shall be paid a salary of
$150,000.00 for the first year, $175,000.00 for the second year, $200,000.00 for
the third year and $240,000.00 for the fourth and fifth years, subject to all
federal, state and municipal withholding requirements, payable in semi-monthly
installments in arrears on the Company's normal salary payment dates.
Employee's salary shall be reviewed annually and may be adjusted by action of
the Board of Directors of the Company, but the salary in any year shall not be
less than the prior year's salary plus an appropriate cost of living adjustment.
3. Bonus. Section 3-5 is hereby modified to read:
Employee shall be entitled to annual bonuses in such amounts as may be
determined by the Board of Directors. In addition Employee shall be entitled to
receive a stock bonus of 250,000 shares of the Company's common stock
immediately prior to closing of any of the following transactions before March
31, 2003: (a) merger, consolidation, or share-for-share exchange with another
company and the Company is note surviving entity or, (b) sale of all or
substantially all of the Company's assets in one transaction or a series of
connected transactions.
IN WITNESS WHEREOF, the parties hereto have executed this agreement to be
effective as specified above.
OPTICAL SECURITY GROUP, INC.
/s/Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
ATTEST: Chief Executive Officer
/s/Xxxxxxx X. Xxxx
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/s/Xxxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxxxxx
July 16, 1998
