Exhibit 99.2
JUNE 2009 AMENDMENT TO EMPLOYMENT AGREEMENT
RECITALS
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This Agreement is an Amendment to the November 11, 2008, Employment Agreement of
Xxxxxxx XxXxxxxx by and between CDEX Inc., a Nevada corporation (the "Company"
or "CDEX") and Xxxxxxx XxXxxxxx (the "Employee"). The Effective Date of this
Amendment shall be June 1, 2009.
Whereas, on November 11, 2008, the Company and Employee
entered into an Employment Agreement entitled "Employment Agreement of Xxxxxxx
XxXxxxxx" ("Agreement") which provides for amendment with the consent of Company
and Employee; and
Whereas, the Company and Employee desire to amend said
Agreement.
AMENDMENT AGREEMENT
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Accordingly, for good and valuable consideration, the sufficiency of which is
agreed to by both Parties, notwithstanding any previous agreement or amendment
thereto, the undersigned two Parties covenant and agree as follows ("Amendment
Agreement"):
1. Section 5.1. Effective June 1, 2009, Employee has elected to take only
$4,166.67 per month in salary until such time, in his sole discretion,
economic conditions warrant the return to the pre-June 1, 2009
compensation level.
2. Section 7.1, Compensation Upon Termination Without "Cause" or "Good
Reason. In order to remove potential ambiguity, Section 7.1 shall be
replaced in its entirety by the following:
"7.1. Compensation Upon Termination Without "Cause" or "Good
Reason". If the Employee is terminated by the Company without
"Cause" or by the Employee for "Good Reason", in addition to the
amounts payable under Section 7 above, the Company shall pay to
the Employee within two weeks after the date of termination
$17,560 and Employee's unvested stock options shall immediately
vest and become exercisable."
3. Recitals. The Recitals are incorporated herein by reference.
4. Agreement. The remainder of the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
Agreement, or have caused this Amendment Agreement to be duly executed on their
behalf effective on June 1, 2009.
By: /s/ Xxxxxxx XxXxxxxx By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx XxXxxxxx Xxxxxxx X. Xxxxxxx, Xx.
Xxxx 0, 0000 Xxxxxxxxx and CEO
CDEX Inc.
0000 X. Xxxx Xxxxx Xx. Xxxxx 000 Xxxxxx, XX 00000 (520)745-5172 xxx.xxxxxxx.xxx
