AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
AMENDMENT
(the “Amendment”) dated August 28, 2006 to the Employment Agreement (the
“Xxxxxxx Employment Agreement”) by and between Science Dynamics Corporation, a
Delaware corporation (the “Company”), and Xxxx Xxxxxxx, an individual (the
“Executive”).
NOW
THEREFORE, in consideration of the mutual agreements set forth below, the
parties, intending to be legally bound, agree as follows:
1. Amendment
to Xxxxxxx Employment Agreement.
The
Xxxxxxx Employment Agreement is hereby amended as follows:
1.1 Section
3B is hereby amended by deleting the entire Section 3B as it currently exists
and adding in lieu thereof a new Section 3B as follows:
“B
An
incentive bonus will be paid to the Executive based on five (5) percent of
the
before tax net income of the most recent twelve (12) month period of any
acquisitions closed by the company during the term of this contract, so long
as
such before tax net income also resulted in an increase in earnings per share.
The incentive salary payment shall be made within thirty (30) days of the close
of any such transactions.”
1.2 Section
12 is hereby added as follows:
“
12
Non-Competition. The Executive hereby covenants and agrees that during the
term
of this Agreement and for a period of one year following the termination of
Executive’s employment with the Company, the Executive will not, without the
prior written consent of the Company, indirectly or directly, on his own behalf
or in the service or on behalf of others, whether or not for compensation,
engage in any business activity, or have any interest in any person, firm,
corporation or business, through a subsidiary or parent entity or other entity
(whether as a shareholder, agent, joint venturer, security holder, trustee,
partner, consultant, creditor lending credit or money for the purpose of
establishing or operating any such business, partner or otherwise) with any
Competing Business in the Covered Area. For the purpose of this Section (i)
“Competing Business” means any information and communication technology company
and (ii) “Covered Area” means all geographical areas of the United States where
Company then has offices and/or sells its products directly or indirectly
through distributors and/or other sales agents. Notwithstanding the foregoing,
the Executive may (i) own shares of companies whose securities are publicly
traded, so long as such securities do not constitute more than one percent
(1%)
of the outstanding securities of any such company or (ii) be employed by an
entity in the Competing Business in the Covered Area so long as Executive is
not
directly working in the fields of information and communication
technology.”
1.3 Section
5 D
is added as follows:
In
the
event that Executive is in breach of any material obligation owed Company in
this Agreement, habitually neglects the duties to be performed under this
Agreement, engages in any conduct which is dishonest, damages the reputation
or
standing of the Company, or is convicted of any criminal act or engages in
any
act of moral turpitude, then Company may terminate this Agreement upon five
(5)
days notice to Executive. In event of termination of the agreement pursuant
to
this subsection, Executive shall be paid only at the then applicable base salary
rate up to and including the date of termination. Executive shall not be paid
any incentive salary payments or other compensation, prorated or otherwise.
2. Ratification.
The
Xxxxxxx Employment Agreement is ratified and confirmed and shall continue in
full force and effect as amended hereby.
3. Headings
and Captions. The
headings and captions of the various subdivisions of this Amendment are for
convenience of reference only and shall in no way modify or affect the meaning
or construction of any of the terms or provisions hereof.
4. Counterparts. This
Amendment may be executed in two or more counterparts, and by different parties
hereto on separate counterparts, each of which shall be deemed an original,
but
all of which together shall constitute one and the same instrument. This
Agreement may be executed by facsimile with original signatures to
follow.
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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment or caused
this
Amendment to be executed by their duly authorized representatives as of the
date
first above written.
SCIENCE DYNAMICS CORPORATION | ||
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By: | /s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx |
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