AMENDMENT AGREEMENT
AGREEMENT effective as of August 1, 1998 by and between
SONUS-USA, INC. (formerly known as HealthCare Hearing Clinics, Inc.), a
corporation duly organized and existing under the laws of the State of
Washington ("Sonus"), and XXXXXXX X. XXXXXX ("Employee").
WITNESSETH:
WHEREAS, Sonus and Employee executed an Employment Agreement
dated as of October 1, 1996 (the "Employment Agreement");
WHEREAS, the parties desire to enter into this Amendment to
amend certain terms of the Employment Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, and for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, agree as follows:
1. Salary Reduction. Section 3.1 of the Employment Agreement
is hereby amended to provide that Employee's base salary shall be $80,000 per
year.
2. Prior Year Bonuses. Employee forever discharges and
releases Sonus from any and all bonuses due to Employee for Sonus' fiscal years
ended 1997 and 1998 pursuant to Section 3.2 of the Employment Agreement.
3. Car Allowances. Employee discharges and releases Sonus for
the remainder of the term of the Employment Agreement from any and all
automotive reimbursements due to Employee pursuant to Section 3.3(e) of the
Employment Agreement.
4. Overpayment. From August 1, 1998 to January 15, 1999, the
reductions contemplated by this Agreement in Sections 1 and 3 were not
implemented. Employee agrees to reimburse Sonus for such overpayment. Employee
was overpaid a total of $20,300, which is being paid to Sonus as follows:
Employee has delivered to Sonus its promissory note in the
principal amount of $20,300, payable in full on June 30, 1999
without interest. The promissory note may be satisfied, at
Employee's option, by offsetting the amount due under such
note against payments scheduled to be made by Sonus to
Employee in the future.
As a result of the overpayment, Sonus has issued Employee an
incorrect Form W-2. As soon as practicable, Sonus shall issue
Employee a corrected Form W-2. In addition, Sonus shall
reimburse Employee for any and all amounts withheld pursuant
to the Federal Insurance Contributions Act (the "Act") in
excess of the amounts properly withheld under such Act based
on the amount of wages paid as stated on the corrected Form
W-2.
5. Required Acquisitions. Employee forever discharges and
releases Sonus from any and all requirements to purchase Employee's interest in
Hearing Care Associates-Encino and Employee's shares of Hearing Care
Associates-North Hollywood, Inc. as was originally set forth in a letter dated
September 26, 1996 by Xxxxxxx X. Xxxxxx to Employee, et al.
6. Access to In-House Resources. Sonus agrees to provide
Employee with access to Sonus' in-house resources, at no charge, to discuss
legal issues regarding Hearing Care Associates-Encino and Hearing Care
Associates-North Hollywood, Inc. Employee acknowledges that Sonus, its employees
and agents do not represent Employee in any legal matters and that Employee has
been advised to seek his own counsel before proceeding with any transaction.
7. Indemnification. Sonus agrees to indemnify and hold
Employee harmless from and against all claims and liabilities arising out of
actions by Employee as an employee or director of Sonus (in addition to actions
taken by Sonus) from and after October 1, 1996. Employee agrees to indemnify and
hold Sonus harmless from and against all claims and liabilities arising out of
actions by Employee prior to October 1, 1996.
8. Full Force and Effect. Except as specifically amended
herein, the Employment Agreement shall remain in full force and effect in
accordance with its terms.
9. Entire Agreement. This Agreement represents the entire
agreement between the parties hereto. There are no other agreements, written or
oral between these parties relating to the subject matter hereof.
10. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, and all of which taken
together shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SONUS
SONUS-USA, INC., a Washington corporation
BY: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Executive Vice President
EMPLOYEE
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
