EXHIBIT 3A
[LOGO]
August 3, 1998
Xxxxxxx Xxxxx
Xxxxx Technologies Ltd.
14556 Avion at Lakeside
Chantilly, Virginia 20151
Dear Xxxxxxx:
I refer to our agreement with you regarding your employment with Fuisz
Technology Ltd. In consideration of your acceptance of your new
responsibilities as President of the Pharma Division of Fuisz Technologies
Ltd., your continued employment with us and our mutual intention of a long
and productive relationship together, we hereby agree to the following
conditions of your employment:
1. The term of your employment shall be extended until December 31, 2000
and be renewable thereafter for periods and upon terms mutually
acceptable to the parties. Annual reviews will be carried out in December
of each year with any award being implemented from the following January 1.
2. Notwithstanding any other provision of your employment with us or the
Fuisz Technologies Ltd. 1994 Stock Option Plan (the "Option Plan"), the
compensation due thereunder, and the options granted to your pursuant to
the Option Plan, shall accelerate so that you shall have the right to
such compensation and the exercise of such options which would, but for
this provision, not yet be due or exercisable, immediately prior to any
Change of Control that occurs during the term of the Employment
Agreement. For purposes hereof, a "Change of Control" shall mean any of
the following events; the direct or indirect beneficial ownership (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934 and
Regulation 13D-G thereunder) of 30% or more of the common equity
securities of Fuisz is acquired or becomes held by any person or group of
persons (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934), or the sale, mortgage, leases or other transfer in
one or more transactions not in the ordinary course of the business of
Fuisz Technologies Ltd. as assets or earnings constituting more than 50%
of the assets or earning power of Fuisz Technologies Ltd. and its
subsidiaries (taken as a whole) to any such person or group of persons.
I look forward to our continued working relationship.
Sincerely,
/s/ Xxxxxxx X. XxXxx
Xxxxxxx X. XxXxx
President and Chief Executive Officer
EXHIBIT 3A
[LOGO]
Xxxxxxx Xxxxx
Xxxxx Technologies Ltd.
00000 Xxxxx xx Xxxxxxxx
Xxxxxxxxx, XX 00000
January 13, 1999
Dear Xxxxxxx,
Further to my letter of August 3, 1998 (copy attached), I am pleased to advise
you that, although the Compensation Committee of the Company has decided not
to change the base salary of Senior Management, I have recommended and it has
been agreed that you are awarded a further 75,000 Options at the closing
price on December 16, 1998. Of these 18,750 will vest immediately and the
remainder at 33% over each of the 1st and 3rd anniversaries of this grant.
In addition, I am pleased to advise that the Compensation Committee has also
awarded you a discretionary $75,000 bonus which however is inclusive of any
amount which may be payable under the 1998 Senior Management Incentive Plan
(SMIP). This bonus will be paid within the next few days.
Finally, I can confirm that a 1999 SMIP has been put in place, details of
which have already been provided to you.
Thank you both personally an on behalf of the Company for your excellent
work in 1998.
Kindest regards,
/s/ Xxx
Xxxxxxx X. XxXxx
President & CEO
