Exhibit 10.2
FIRST Amendment to
Executive Employment Agreement
Xxxxxxxxx X. Xxxxxxx
This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (First Amendment") is
entered into as of February 23, 2007, effective as of October 31, 2006, by and
between PlanGraphics Inc, a Colorado Corporation, formerly known as Integrated
Spatial Information Solution, Inc. (`Employer") and Xxxxxxxxx X. Xxxxxxx
("Executive").
WHEREAS, Executive and Employer are parties to an Executive Employment Agreement
dated January 1, 2002 ("the Agreement"); and
WHEREAS, the term of the Agreement was previously extended from time to time
through October 31, 2006,
WHEREAS, the parties mutually desire to further extend the term and modify the
provisions of the Agreement effective November 1, 2006.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereunder contained, the parties hereby agree as follows:
1) Paragraph 2 of this Agreement is hereby amended to change the
Expiration Date to December 31, 2007.
2) Paragraph 14, Notices, is hereby amended to read as follows: Any
written notice to be given to Employer under the terms of this
Agreement shall be addressed to Employer as follows, unless the
Executive is notified in writing of a change of address:
PlanGraphics Inc
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx XX 00000
3) Paragraph A-1 of Exhibit A Salary shall be amended to include the
following:
Beginning October 1, 2006, the Executive shall place in a deferred
salary account the equivalent of 1 month of the Executive's FY 2007
gross salary ($4,950) and fifteen percent (15%) of the Executive's
annual salary, $9,900, collectively referred to as "the Executive's
Salary Deferral".
4) Paragraph A-2 Incentive Bonus shall be deleted in its entirety and
replaced with the following:
The Employer shall release the Executive's Salary Deferral based on
the earnings of PlanGraphics Inc. of Maryland (the "Company") computed
on a quarter by quarter basis and conditional on a positive EBITDA for
the Fiscal Year ending September 30, 2007, as follows;
a) An amount equal to 18% of gross salary if EBITDA is greater than
$50K for any quarter and EBITDA exceeds $50K for the fiscal year
b) An amount equal to 23% of gross salary if EBITDA is greater than
$75K for any quarter and EBITDA exceeds $75K for the fiscal year
c) An amount equal to 28% of gross salary if EBITDA is greater than
$100K for any quarter and EBITDA exceeds $125K for the fiscal
year
d) 3% of the EBITDA greater than $100,000 per quarter if EBITDA
exceeds $400K for the fiscal year.
The amounts in the above paragraphs 4a) through 4c) are not
accumulative; that is, if EBITDA exceeds $100K for any quarter and
$125K for the FY, the deferred earnings equal 28% of gross salary, not
the sum of 18%, 23%, and 28%. To the extent that the Incentive Bonus
exceeds the Executive Salary Deferral, the amounts paid shall be
considered "Additional Compensation" and are subject to applicable
withholdings for taxes.
To the extent that the Incentive Bonus exceeds the Executive Salary
Deferral, the amounts paid shall be considered "Additional
Compensation" and are subject to applicable withholdings for taxes.
The Executive's Salary Deferral and Additional Compensation shall be
released within 15 days of the completion, by internal accounting
staff, of the 4th quarter financials for the Company and no later than
February 28, 2008.
5) Paragraph A-3 Commitment Compensation shall be deleted in its entirety
and replaced with the following:
As compensation for Executive's Agreement to the revised provisions of
the Employment Agreement, Executive shall receive a stock option grant
of 1,000,000 shares of the common stock of PlanGraphics fully vested
and priced at the market price on October 31, 2006. The options will
be exercisable for a period of five (5) years from issuance.
6) Executive shall be compensated $5,000 in exchange of all accumulated
unused PTOP hours in excess of 200 hours, as of and prior to September
30, 2006. All unused PTOP for FY 2007 and FY 2008 and existing at the
date of termination of executive's employment will be paid within 30
days.
7) Paragraph A-11 Separation Pay will be modified to include the
following:
Separation benefits shall be frozen at the amount accrued as of
September 30, 2006 and with the exception of the provisions for Death
of Executive, sub-paragraph (f), be reduced by 50% through August 3,
2007.
On a change of control, and conditioned on the Company having a
positive cumulative EBITDA at the end of the month prior to the change
of control, an amount equal to and no greater than the Executive's
Salary Deferral and Additional Compensation shall be immediately due
to the Executive pursuant to paragraph A-4 of this Amendment and all
stock options vested immediately.
Under a change of control, the terms of Separation Pay shall revert to
those existing on September 29, 2006.
8) All other terms and condition of the Agreement shall remain unchanged.
EXECUTIVE PLANGRAPHICS, INC
A Colorado Corporation
/S/ Xxxx Xxxxxxx /S/ Xxx X'Xxxx
------------------------ ---------------------
Xxxxxxxxx X Xxxxxxx Xxx X'Xxxx
Date: February 23, 2007 Date: 2/24/07
