1
[LOGO] Exhibit 10.46
June 1, 1998
Xx. Xxxxx X. Xxxx
Lithium Technology Corporation
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxx:
Reference is made to your employment agreement dated July 24, 1996, as
amended and extended (the "Employment Agreement"), with Lithium Technology
Corporation (the "Company") and your several stock option agreements with the
Company.
This shall confirm that the Employment Agreement is extended as of May 1,
1998 for two years on the same terms as set forth in the Employment Agreement
except as set forth herein, and your stock option agreements are hereby amended
as follows:
(i) The granting of new stock options to you during the two years
commencing May 1, 1998 will be subject to negotiations between the Company and
you.
(ii) Your salary shall be at the rate of $155,000 per year commencing as
of May 1, 1998.
(iii) For calendar year 1998 you will be awarded a bonus of $31,000
payable in one lump sum upon satisfaction of both of the following:
(a) The closing on or before November 13, 1998 of the sale of the
Company's convertible preferred stock with gross proceeds to the Company of
$20,000,000 or more; and
(b) execution and delivery on or before December 1, 1998 of the
definitive joint venture agreement by and between the Company and Elite
Material Co. Ltd., or the acceptance on or before December 1, 1998 of at
least 200 (8Ah/12V) pre-production battery packs by an original equipment
manufacturer.
(iv) In the event of a Change in Control (as defined in your stock option
agreements) with respect to the Company (after the date hereof and including,
without limitation, a Change in Control resulting from the Lithium Link
$5,500,000 Convertible Notes and/or the R&R Capital Convertible Preferred Stock
transaction) followed by the termination of your employment with the Company
resulting from either your resignation or the Company's termination of your
employment without cause (specifically excluding your death, disability, or
termination by the Company for cause), you will be paid the following: (a) if
such termination occurs before July 23, 1999, then you will be paid your salary
as in effect on such termination date (but not less than at the rate of
$155,000 per year) payable in accordance with the Company's payroll practice
in
2
effect as of such termination; or (b) if such termination occurs on or after
July 23, 1999, then you will be paid one year's salary at the rate in effect as
of such termination (but not less than the rate of $155,000 per year) in one
lump sum within 90 days after such termination.
(v) (a) If your employment by or association with the Company or its
direct or indirect subsidiaries terminates for any reason other than "for
cause" as defined in Paragraph 5(a) of your Employment Agreement, all currently
(i.e. at the time of such termination) exercisable installments of your options
(without regard to when granted or to which of your stock option agreements
otherwise governs) shall be exercisable for a period of sixty (60) months from
the date of termination and, to the extent not exercised, shall terminate at
the end of such 60-month period. All other installments of your options shall
immediately and automatically terminate upon such termination of your
employment or association with the Company.
(b) If your employment by or association with the Company or its direct
or indirect subsidiaries terminates by virtue of a termination for cause as
defined in Paragraph 5(a) of your Employment Agreement, the Company's Stock
Incentive Plan Committee (the "Committee") shall have the continuing option to
continue or terminate the options, whether vested or not, in the Committee's
sole discretion, without prior notice to you; provided, however, that you (if
permitted by the Committee) must exercise the options for all remaining shares
within three (3) months after the date you ceased to be an employee of or
associated with the Company. To the extent the options are not exercised within
said three (3) month period, the options shall terminate. If you are not
employed pursuant to an employment agreement or consulting agreement as of the
date of such termination, cause shall mean the substantial breach or continuous
neglect by you of your employment obligations, or willful misconduct by you in
the performance of such obligations which occurs or persists after notice and an
opportunity to cure.
(vi) If you are unable to continue your employment or association with the
Company as a result of your disability (as such condition is defined in the
Company's Stock Incentive Plan) you may, but only within thirty-six (36) months
from the date of disability, exercise such portion of the options which have
vested to the extent you were entitled to exercise it at the date of such
disability, and such portion of the options which you were not entitled to
exercise at the date of such disability shall terminate as of the date of such
disability. If you do not exercise such portion of the options which have
vested and which you were entitled to exercise within the 36 months specified,
these options
2
3
shall terminate at the end of such 36-month period. Notwithstanding the above,
with respect to Incentive Stock Options, the time period for exercising
Incentive Stock Options in the case of disability shall be (60) sixty months
from the date of such disability.
(vii) In the event of your death during the term of the options and while
an employee or consultant of the Company and having been employed continuously
as an employee or consultant since the date of grant of the options, the
options may be exercised, at any time within thirty-six (36) months following
the date of death, by your estate or by a person who acquired the right to
exercise the options by bequest or inheritance but only to the extent of the
right to exercise that had accrued at the date of death. If your estate or a
person who acquired the right to exercise the options by bequest or inheritance
does not exercise such portion of your options which have vested and which you
were entitled to exercise in the time specified herein, the options shall
terminate at the end of such 36-month period. Notwithstanding the above, with
respect to Incentive Stock Options, the time period for exercising Incentive
Stock Options in the case of death shall be sixty (60) months from date of
death.
This letter also confirms, in summary, you outstanding options as follows:
Exercisable @ $0.58 = 355,981
Exercisable @ $1.00 = 79,001
Future Vesting @ $1.00 = 237,000
Total = 671,982
By signing below, you agree to and accept the two-year extension ending on
July 23, 2000. The terms of your Employment Agreement and stock option
agreements are hereby ratified, approved, and confirmed except as modified
herein.
Very truly yours,
/s/ XXXXXX X. XXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxx, Chairman &
Chief Executive Officer
Accepted and agreed to:
/s/ XXXXX X. XXXX
-----------------
Xxxxx X. Xxxx
3
