AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
Amendment is made as of January 8, 2008, between GVI Security Solutions, Inc.,
a
Delaware corporation (the “Company”) and Xxxxxx Xxxxxxx (the
“Executive”).
RECITALS
WHEREAS,
the Company and the Executive are parties to an Employment Agreement, dated
as
of March 28, 2006, as amended by an Amendment to Employment Agreement dated
as
of October 4, 2006 (as so amended, the “Employment Agreement”), whereby the
Executive is employed as the Chief Operating Officer and Chief Financial Officer
of the Company; and
WHEREAS,
the Company and the Executive desire to amend certain provisions of the
Employment Agreement, as set forth herein.
NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Extension
of Term.
The
“Term” provided for under the Employment Agreement is hereby extended by
amending and restating Section 2 of the Employment Agreement in its entirety
as
follows:
“2. Term
of Employment.
The
term of the Executive’s employment hereunder shall begin on the Commencement
Date and end at the close of business on December 31, 2011 (the “Term”). Within
90 days prior to the end of the Term, the Company shall notify the Executive
in
writing whether or not it intends to negotiate a new employment agreement with
him; provided, however, that the Company’s failure to give such notice shall not
result in an extension of the Term. Notwithstanding the foregoing, the Term
shall end on the date on which the Executive’s employment is terminated by
either Party in accordance with the provisions herein. If the Executive’s
employment with the Company continues after the end of the Term, the Executive’s
employment shall be on an “at will” basis.”
2. Termination
Without Cause by the Company or Resignation for Good Reason by the
Executive.
(a) Section
9(a) of the Employment Agreement is hereby amended by adding a new subsection
(viii) to the end of Section 9(a) as follows:
“(viii)
payment of $75,000 in cash on an after-tax basis (assuming in calculating the
after-tax amount that Executive is subject to tax at the highest marginal rate
of federal, state and local tax imposed on a resident of the jurisdiction in
which Executive is a tax resident) for relocation expenses”.
(b) Section
9(d) of the Employment Agreement is hereby amended by adding a new subsection
(viii) to the end of Section 9(d) as follows:
“(viii)
payment of $75,000 in cash on an after-tax basis (assuming in calculating the
after-tax amount that Executive is subject to tax at the highest marginal rate
of federal, state and local tax imposed on a resident of the jurisdiction in
which Executive is a tax resident) for relocation expenses”.
(c) Section
9(d) of the Employment Agreement is hereby amended by extending the period
referred to in the first sentence of Section 9(d) from 12 months to 18
months.
3. Governing
Law.
This Amendment shall be governed in all respects by the laws of the State of
Florida without reference to its choice of law rules.
4. Successors
and Assigns.
Except as otherwise provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto.
5. Entire
Agreement; Amendment.
This Amendment constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. Neither
this
Amendment nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party to be charged. Except
as
specifically amended in this Amendment, the Employment Agreement shall remain
in
full force and effect and shall be binding on the parties hereto.
6. Counterparts.
This Amendment may be executed in any number of counterparts, each of which
shall be enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument.
7. Severability.
The holding of any provision of this Amendment to be invalid or unenforceable
by
a court of competent jurisdiction shall not affect any other provision of this
Amendment, which shall remain in full force and effect.
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
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By:
/s/ Xxxxxx
Xxxxx
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Name:
Xxxxxx Xxxxx
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Title:
Chief Executive Officer
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THE
EXECUTIVE
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/s/
Xxxxxx
Xxxxxxx
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Xxxxxx
Xxxxxxx
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