July 19, 2007
Exhibit
10.2
July
19,
2007
Xxxxxx
X.
Xxxxxx, Xx.
0000
Xxxxx Xxx Xxxxx Xxxxx
Xxxx
Xxx
Xxxxxx, XX. 50266
Dear
Xx.
Xxxxxx:
I
have
been authorized by the Board of Directors (the
“Board”) of Xxxxxxx Technologies Corporation (the
“Corporation”) to offer the following
engagement to
you on behalf of the Corporation. Capitalized terms not otherwise
defined in this letter of engagement (this “Letter”)
shall have the meaning ascribed to them in that certain Xxxxxxx Technologies
Corporation Employment Agreement (the “Agreement”), a
copy of which, as signed by Xx. Xxxxxx only, is attached hereto as Exhibit
A. This Letter presents the general terms and conditions of your
employment by the Corporation as an Executive Officer of the Corporation,
which
engagement would take effect immediately. Except as otherwise
specifically provided in this Letter, the term “Xxxxxxx” as used in the
Agreement is hereby amended to be the Corporation.
1. This
Letter will be for an initial term of 6 and one-half months, from July 16,
2007
(the “Effective Date”) through January 30, 2008 (the
“Interim Term”). Upon the expiration
of the
Interim Term, unless this Letter has been terminated by you or the Corporation
prior to such date, the term of this Letter (with the Interim Term, the
“Term”) will be renewed and continue until January
31,
2012 (the “Anniversary Date”). The
Stonebridge Transaction has fallen through and any references in the Agreement
to the Stonebridge Transaction are hereby deleted. Either party may
terminate the Interim Term of this Agreement at any time by delivery of written
notice to the other party. The provisions of this paragraph supersede
and replace the provisions of the first sentence of Section 2 of the
Agreement.
2. During
the Term of this Letter your position and duties with the Corporation will
be as
an Executive Officer of the Corporation in the positions of at least Executive
Vice President and Chief Operating Officer of the Corporation. During
the Interim Term, your position would be as President and Chief Operating
Officer of the Corporation and as the Secretary of the
Corporation. During the Term, you may also be asked to serve as an
officer or employee one or more subsidiaries of the Corporation, including
service as the President and Chief Operating Officer of Xxxxxxx Technologies,
LLC. All such service shall be provided hereunder according to the
terms of this Letter. The provisions of this paragraph supersede and
replace the provisions of the first 2 sentences of Section 1 of the
Agreement.
|
0000
Xxxxx 000xx Xxxxxx
|
Office: 402-614-0258
|
|
Xxxxx,
XX 00000
|
Facsimile: 000-000-0000
|
Xxxxxxx
Technologies Corporation – Xxxxxx X. Xxxxxx, Xx.
Engagement
Letter – July 19, 2007
Page
2 of
4
3. The
Corporation agrees to pay you a salary of not less than $180,000 per year
(the
“Base Salary”) during the Term. The
provisions of this paragraph supersede and replace the provisions of the
second
sentence of Section 3.1 of the Agreement.
4. The
Performance Bonus provisions of Section 3.4 of the Agreement shall be in
effect
as written.
5. The
Initial Shares will be issued to you within 5 days of the date of you acceptance
and redelivery of this Letter. In lieu of the Incentive Option, the
Corporation will issue you another 250,000 shares within 5 days of the date
of
you acceptance and redelivery of this Letter. These 500,000 shares of
GTC common stock will be issued in a certificate (the
“Certificate”) bearing the Rule 144
Legend. The Rule 144 Legend will be removed from the Certificate
promptly upon submission for removal accompanied by an opinion of counsel,
reasonably satisfactory to the Corporation’s securities counsel, to the effect
that removal of such legend is in compliance with law. Other than for
the definitions utilized herein, the provisions of this paragraph supersede
the
provisions of Section 3.5 of the Agreement, including without limitation
those
relating to the Repurchase Option and Incentive Option.
6. If
the Corporation terminates your employment for any reason for no cause or
for
any cause during the Interim Term, it will pay you Severance Pay of $75,000
in
cash or shares of GTC common stock, at the Officer’s election, within 14 days of
the Termination Date. If issued in GTC common stock, the shares will
be valued at the average closing price of the shares for the last 20 trading
days prior to the Termination Date. In the absence of such price
data, the shares will be issued at fair market value per share as reasonably
determined by an independent public accounted selected by mutual agreement
of
the parties and paid for by the Corporation. During the Interim Term,
no other provisions relative to Severance Pay in the Agreement will be
effective. Upon the renewal of the Term as provided in paragraph 1
above, the provisions of Section 4.2B of the Agreement will be effective
without
reference to the Stonebridge Transaction. The parties intend that the Letter
and
attached Agreement are in compliance with 409A of the Internal Revenue Code
and
they should be interpreted in compliance with this intent.
7. Sections
4.2A and 4.3 of the Agreement are hereby deleted in their entirety.
8. Notwithstanding
any other provisions hereof or of the Agreement, the inability of the
Corporation to pay salary, benefits or reimbursements during the Interim
Term
due to the unavailability of sufficient cash flows will not be deemed a
termination by the Corporation under paragraph 6 above.
Xxxxxxx
Technologies Corporation – Xxxxxx X. Xxxxxx, Xx.
Engagement
Letter – July 19, 2007
Page
3 of
4
9. All
terms of the Agreement, except as deleted or modified by this Letter, are
incorporated into this Letter as rights and obligations between yourself
and the
Corporation.
10. Your
service up to the Effective Date has been an “At Will” engagement and the
Corporation intends, as soon as financially able, to provide payment of all
compensation and reimbursements that accrued to the Effective
Date. During the Interim Term, the Corporation intends to timely pay
your Base Salary, benefits and reimbursements. Notwithstanding this
acknowledgement of the Corporation’s intent, you are not waiving any rights you
may have to demand and pursue payment of such sums as and when you may deem
appropriate, with or without terminating the Interim Term.
If
the
terms of this proposal are acceptable to you, please return to us an executed
copy of this Letter by facsimile transmission to (000) 000-0000 no later
than
July 18, 2007 to indicate your acceptance of this appointment and your agreement
to the terms hereof.
Sincerely,
/s/
Xxx
X. Xxxxxxxx
Xxx
X.
Xxxxxxxx, Chairman
Compensation
Committee
Xxxxxxx
Technologies Board of Directors
Attachment:
Exhibit A
[Acceptance
signature appears on next page]
Xxxxxxx
Technologies Corporation – Xxxxxx X. Xxxxxx, Xx.
Engagement
Letter – July 19, 2007
Page 4
of 4
AGREED
AND ACCEPTED THIS 19th DAY OF
JULY, 2007
BY:
/s/
Xxxxxx X. Xxxxxx, Xx.
Xxxxxx
X.
Xxxxxx, Xx.
