Exhibit 10.8
Third Amendment to
Executive Employment Agreement
Xxxxxxxxx X. Xxxxxxx
This THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (Third Amendment") is
entered into as of December 1, 2008 by and between PlanGraphics Inc., a Colorado
Corporation, formerly known as Integrated Spatial Information Solution, Inc.
(`Employer") and Xxxxxxxxx X. Xxxxxxx ("Executive").
WHEREAS, Executive and Employer are parties to an Executive Employment Agreement
dated January 1, 2002 ("the Agreement"); and
WHEREAS, the term of the Agreement was previously extended from time to time
through December 31, 2008,
WHEREAS, the parties mutually desire to further extend the term and modify the
provisions of the Agreement.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereunder contained, the parties hereby agree as follows:
1) Paragraph 2 of this Agreement is hereby amended to change the
Expiration Date to September 30, 2009.
2) As previously agreed, beginning October 1, 2007, provisions for salary
deferrals included in the First Amendment are eliminated in their
entirety.
3) Provisions for Incentive Bonus as amended in the First and Second
Amendments are hereby deleted and replaced with the following
conditioned on a positive EBITDA of PlanGraphics Colorado for the
Fiscal Year ending September 30, 2009, as follows;
a) An amount equal to 2% of gross salary if EBITDA is greater than
$50K for any quarter and EBITDA exceeds $50K for the fiscal year.
b) An amount equal to 5% of gross salary if EBITDA is greater than
$75K for any quarter and EBITDA exceeds $75K for the fiscal year.
c) An amount equal to 8% of gross salary if EBITDA is greater than
$100K for any quarter and EBITDA exceeds $125K for the fiscal
year
d) 3% of EBITDA greater than $100,000 per quarter if EBITDA exceeds
$400K for the fiscal year.
The amounts in the above paragraphs 4a) through 4c) are not cumulative. The
amounts paid shall be considered "Additional Compensation" and are subject to
applicable withholdings for taxes. Incentive Bonus shall be paid within 15 days
of the completion, by internal accounting staff, of the 4th quarter financials
for the Company and no later than December 31, 2009 or a change of control.
4) On a change of control, and conditioned on the company having a
positive EBITDA at the end of the month prior to the change of
control, the Incentive Bonus shall be due and payable. 5)
5) All other terms and condition of the Agreement as amended shall remain
unchanged
EXECUTIVE PLANGRAPHICS, INC.
(Colorado Corporation)
/S/ Xxxx Xxxxxxx /S/ Xxxx X. Xxxxxxxxx
Xxxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxxxx
Dated: December 1, 2008 President and CEO
Dated: December 1, 2008
