AGREEMENT
EXHIBIT
10.23
AGREEMENT
THIS
AGREEMENT (the “Agreement”) is entered into as of the 14th
day of
July, 2006, by and between Xxxx
X. XxXxxxxxxxx
(“Employee”), and APPLIED NEUROSOLUTIONS, INC. ("APNS"), a Delaware corporation
having its principal place of business in Vernon Hills, Illinois (the “Company”)
(collectively the “Parties”). The Parties have previously entered into an
Employment Agreement (“Employment Agreement”) (Attachment A) dated November 1,
2004. In consideration of the mutual covenants and conditions set forth herein,
the parties hereby agree as follows:
1. Resignation
from Current Position.
The
Parties agree that Employee will resign as President and Chief Executive Officer
at such time as a new Chief Executive Officer is hired by the
Company.
2. Compensation
and Benefits.
Compensation and benefits, as described in Section 3 (Compensation) and Section
4 (Benefits) of the Employment Agreement will remain in place through the
original term of the Employment Agreement, October 31, 2007, except if Employee
terminates his employment without cause. Section 6(d) of the Employment
Agreement is in effect should Employee terminate his employment without
cause.
3. Stock,
Warrants and Options.
Section
6(g) of Employment Agreement will remain in place. In addition, should Employee
be terminated prior to October 31, 2007, or upon termination of employment
after
October 31, 2007, all incentive stock options will be converted to non-incentive
stock options, with all other terms remaining the same.
4. Other
Surviving Sections of Employment Agreement.
The
following Sections of the Employment Agreement are unchanged, and remain in
effect, as a result of this Agreement:
Section
2- Term
Section
5
- Warranties and Indemnification
Section
6
(f) - Termination Upon Death or Disability of Employee
Section
7
through Section 20
AGREED:
/s/
Xxxx X.
XxXxxxxxxxx
Xxxx
X.
XxXxxxxxxxx
/s/
Xxxxx
Xxxxxxx
Xxxxx
Xxxxxxx, Chief Financial Officer
Applied
NeuroSolutions, Inc.
