EXHIBIT 10.50
[LOGO]
December 10, 1998
PERSONAL & CONFIDENTIAL
Xx. Xxxxx Xxxxxxxx
0 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx,
This letter documents the agreement reached with you in a meeting with Xxxxxx
Xxxxxx and me on December 3, 1998. In addition, this letter basically amends
Section VII (a) and VIII (b) of your Employment Agreement dated May 18, 1998,
and your Promissory Note dated May 29, 1998.
The specific agreements reached on December 3, 1998, were as follows:
1. Your Promissory Note for $150,000.00 has a requirement to pay $75,000.00
plus 6% interest on May 29, 1999 and an additional $75,000.00 plus 6%
interest to be paid on May 29, 2000.
To give you an incentive to stay with Xxxxxxx, the Company will forgive
each payment together with interest due if you are still employed by
Xxxxxxx on each of the two payment dates, May 29, 1999 and May 29, 2000.
2. If your employment with the Company is terminated without cause by
management after May 29, 1999, your 52 weeks of salary continuation (Notice
Period in Employment Contract) will be reduced by the $75,000.00 plus
interest that is due on the Promissory Note.
If your employment is terminated without cause by management on or prior to
May 29, 1999, your salary continuation will be reduced by the second
$75,000.00 payment plus interest and further reduced by the percent of the
year (May 29, 1998 - May 29, 1999) not completed as a Peritus employee
times $75,000.00 plus interest. For example: If your employment was
terminated on December 29, 1998, your 52-week salary continuation would be
reduced by the second payment of $75,000.00 plus 5/12 of the first
$75,000.00 plus appropriate interest.
3. In the event of change of control of Peritus, the Promissory Note of
$150,000.00 plus accrued interest will be forgiven. Change of control means
a merger, consolidation or sale of all or substantially all of the assets
or sale of more than a majority of the stock of Peritus.
If you agree with these amendments to your Employment and Promissory Note
Agreements, please sign below, date and return to me.
Xxxxx, I look forward to working with you to achieve success in the future.
/s/ Xxxxx Xxxxxxxx 12.14/98 /s/ Xxxxxxx Xxxx
----------------------- --------------- ------------------------
Xxxxx Xxxxxxxx Date Xxxxxxx Xxxx
Cc: X. Xxxxxxxx
X. Xxxxxx
