AMENDMENT #1 TO THE EMPLOYMENT AGREEMENT
BETWEEN INFORMEDIX AND XXXXX X. XXXX, M.D.
This Amendment # 1 to the Employment Agreement Between InforMedix and
Xxxxx X. Xxxx, M.D. (the "Amendment #1") dated as of the 5th day of February,
2001 and effective on January 1, 2001 (the "Effective Date") is between
InforMedix, Inc., a Delaware corporation ("Employer" or the "Corporation") with
offices at 0000 Xxxxxxx Xx., Xxxxxxxxx, XX 00000-0000 and Xxxxx X. Xxxx, M.D.
residing at 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx, 00000 ("Employee").
WITNESSETH:
WHEREAS, Employer has previously employed the Employee as its Chairman
of the Board of Directors ("Chairman") and Chief Executive Officer ("CEO")
under and pursuant to an Employment Agreement with Employee dated as of January
1, 2000 (the "Employment Agreement"); and,
WHEREAS, both the Employer and the Employee wish to amend the
Employment Agreement and have the Employee continue employment with the Employer
upon the terms and conditions set forth in this Amendment # 1.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, and the consideration, the receipt and
sufficiency of 'which is hereby acknowledged, Employer and Employee agree as
follows.
1. Effect of this Amendment #1.
A. All of the terms and conditions set forth in this Amendment #1
shall:
(1) be effective as of the Effective Date, unless a
different date is specifically referred to in this
Amendment #1; and
(2) supersede and replace those sections of the Employment
Agreement, which they specifically change.
B. All other terms and conditions not specifically changed by
this Amendment # 1 shall remain in full force and effect in
accordance with the terms and conditions of the Employment
Agreement.
2. Compensation; Reimbursement.
Section 4 of the Employment Agreement, entitled Compensation;
Reimbursement., is replaced in its entirety by this Section 2 of this
Amendment #1, entitled Compensation; Reimbursement.
A. Commencing on the Effective Date, Employer (or at Employer's
option, any subsidiary or affiliate thereof) shall pay to the
Employee an annual salary of $200,000.00 (two hundred thousand
dollars), with a minimum of $40,000 (forty thousand dollars)
to be paid in cash (the "Salary"). The Salary will be paid in
biweekly installments.
B. If it is determined by the Executive Committee of the Board of
Directors of Employer (the "Executive Committee") that there
are insufficient funds to pay any portion of the Salary in
cash, then the portion of the Salary not paid in cash, up to
the full amount of the Salary, will be paid in the form of
non-qualified stock options of Employer, as defined in
Employer's Omnibus Stock Plan (<
