THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment To Employment Agreement (the "Amendment") is made
as of this 4th day of October, 2000, by and between American Utilicraft
Corporation, a Delaware corporation (hereinafter "Company"), and Xxxx Xxxxxx
(hereinafter "Employee"), and is intended to be effective as of January 1, 1997.
WHEREAS, Company and Employee are parties to that certain Employment
Agreement dated as of February 28, 1991, as amended to date (the "Employment
Agreement"); and
WHEREAS, in recognition of Employee's efforts and commitment to the
Company during its development stage, the Company and Employee desire to amend
the Employment Agreement as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and
replaced with the following:
"4(a) As compensation for services rendered under this Agreement, the
Employee shall initially receive a base salary of One Hundred Thousand Dollars
($100,000) per annum, and shall be adjusted as follows: (i) effective January 1,
1997, Employee's base salary shall be increased to One Hundred Fifty Thousand
Dollars ($150,000) per annum, (ii) effective January 1, 1998, Employee's base
salary shall be increased to Two Hundred Thousand Dollars ($200,000) per annum,
and (iii) effective upon the Company's registration statement filed in
connection with the Company's financing with Xxxxxx Private Equity, LLC becoming
effective, and the Company becoming a reporting company under the Exchange Act
of 1934, as amended, the Employee's salary shall be increased to Two Hundred
Fifty Thousand Dollars ($250,000) per annum.
(b) The Company and Employee acknowledge that due to the fact that the
Company has been and will continue to be a development stage company, it has not
had, and in the foreseeable future may not have, sufficient funds to pay
Employee his entire base salary each year. The Company and Employee agree that
to the extent that the Company has not, or in the future does not, pay Employee
his entire base salary for a given year, such underpayment shall be deemed
deferred compensation and shall be reflected in the Company's books as such. The
Company agrees to pay to Employee his deferred compensation at such time as the
Company has the excess available funds to do so."
2. Paragraph 13 of the Employment Agreement is hereby amended by deleting the
reference to "paragraph 4(c)" and replacing it with a reference to "clause (iii)
of paragraph 4(a)".
3. Paragraph 14(e)(i) of the Employment Agreement is hereby amended by deleting
the reference to "paragraph 4(c)" and replacing it with a reference to "clause
(iii) of paragraph 4(a)".
4. Except as expressly provided herein, this Amendment shall not alter, amend,
or otherwise modify the terms and provisions of the Employment Agreement.
5. The parties hereto may execute this Amendment simultaneously, in any number
of counterparts or by annexing signature pages hereto, or on facsimile copies,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
American Utilicraft Corporation. Employee
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title:
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