EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT
This Executive Employment Agreement Amendment ("Agreement") is made and
effective upon the close of the acquisition of SMEI by Science Dynamics
Corporation., by and between Science Dynamics Corp. ("Company") and Xxxx Xxxxxxx
("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
Company hereby agrees to employ Executive as its Chief Executive Officer and
Executive hereby accepts such employment in accordance with the terms of this
Agreement and the terms of employment applicable to regular employees of
Company. In the event of any conflict or ambiguity between the terms of this
Agreement and terms of employment applicable to regular employees, the terms of
this Agreement shall control.
2. Duties of Executive.
The duties of Executive shall include the performance of all of the duties
typical of the office held by Executive as described in the bylaws of the
Company and such other duties and projects as may be assigned by the Company, if
any, or the board of directors of the Company.
3. Compensation.
Executive will be paid compensation during this Agreement as follows:
A. A base salary of Two hundred twenty five thousand dollars ($225,000) per
year, payable in instalments according to the Company's regular payroll
schedule. The initial stock grant of Two million (2,000,000) shares of
restricted stock will be replaced with Two million (2,000,000) fully vested
stock options with a strike price of $0.03. As part of the Executive's bonus
payment for 2004 the Executive will receive an additional Two million
(2,000,000) fully vested stock options with a strike price of $0.05. Upon the
effective date of this agreement the Executive will be granted Six million
(6,000,000) stock options with a strike price of $0.10 vesting over a three (3)
year period, each third on the anniversary date of this agreement.
B. An incentive bonus will be paid to the Executive based on one percent (1%) of
the revenue of the most recent twelve (12) month period of any acquisitions
closed by the company during the term of this contract. The incentive salary
payment shall be made within thirty (30) days of the close of any such
transactions.
4. Benefits.
As per original agreement.
5. Term and Termination.
A. The Initial Term of this Agreement shall commence on the close of the
acquisition of SMEI by Science Dynamics and it shall continue in effect for a
period of Three (3) years. Thereafter, the Agreement shall be renewed upon the
mutual agreement of Executive and Company. This Agreement and Executive's
employment may be terminated at Company's discretion during the Initial Term,
provided that Company shall pay to Executive an amount equal to payment at
Executive's base salary rate for the remaining period of Initial Term.
B. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days prior written notice to Company. In the
event of termination by Executive pursuant to this subsection, Company may
immediately relieve Executive of all duties and immediately terminate this
Agreement, provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.
C. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not be
terminated and the surviving company is bound by the provisions of this
Agreement.
6. Indemnity.
As per original Agreement.
7. Notices
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Company:
Xxxx Xxxxxxxxx
Science Dynamics Corporation
Xxxxx 000, 0000 X Xxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx
If to Executive:
Xxxx Xxxxxxx
Xxxx Court
Mt. Laurel, New Jersey
8. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of New Jersey.
9. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
10. No Assignment.
As per original agreement.
11. Severability.
As per original agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
/s/ Xxxx Xxxxxxxxx /s/ Xxxx Xxxxxxx
------------------- ---------------
Xxxx Xxxxxxxxx Xxxx Xxxxxxx
Chairman of the Board
Science Dynamics Corp.
