AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.41
AMENDMENT
NO. 1
TO
This
Amendment No. 1 to the Executive Employment Agreement (the "Agreement") made
and
entered into as of the 17th
day of
April 2006, between eMagin Corporation, a Delaware corporation (the "Company"),
Xxxxx Xxxxx, an individual residing at 00000
XX
00xx
Xx,
Xxxxxxxxx, XX 00000
("Executive").
WITNESSETH:
WHEREAS,
on January 24, 2006, the Company and the Executive entered into an Agreement,
a
copy of which is annexed hereto as Exhibit 1; and
WHEREAS,
the parties now desire to amend Paragraphs 3.3 of the Agreement as hereinafter
set forth to correct a mistake of the parties;
NOW,
THEREFORE, in consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt
of
which is hereby acknowledged, the Executive Employment Agreement is hereby
amended as follows:
1. (A) Paragraph
3.3 of the Agreement is hereby amended to be and read as follows:
“3.3.
Without
Cause.
The
Company may terminate the employment of Executive at any time without notice
and
without cause (as defined in Section 3.2) In such event, Executive shall
be
entitled to (i) salary until the end of this agreement’s full term or twelve
(12) months, whichever is greater, based on Executive’s monthly rate of base
salary at the date of such termination, (ii) payment for accrued vacation
days,
including personal choice holidays and (iii) all bonuses that would otherwise
have been accrued during the term of this agreement. The Company shall pay
such
sum of salary and vacation accrual in one payment within thirty (30) business
days following the effective date of termination and shall pay merit or
revenue-based bonuses on the dates on which they would have normally occurred
throughout the full term of this agreement. The
Company shall pay for health benefits equivalent to medical and dental benefits
provided during Executive’s full time employment until the end of this
agreement’s full term or twenty-four (24) months, whichever is greater.
Furthermore,
shares of any of the Executive’s stock subject to any lockups will be
immediately released from such restrictions and registered by the company
within
30 days of termination without cause. Except for health coverage benefits
to
which Executive may be entitled, Executive will otherwise cease to accrue
salary
and other benefits upon the date of such final payment, other than the Company’s
normal insurance policies for terminated employees. Notwithstanding the
foregoing, the Company shall have no obligation to pay Executive any of such
salary or such benefits that may accrue after the Company ceases to do business,
liquidates substantially all of its assets (except in connection with a sale
of
substantially all of the assets of the Company as a going concern), or
voluntarily or involuntarily becomes the subject of a proceeding under the
Bankruptcy Code that is not dismissed within 60 days.”
2. (A) This
agreement shall be construed and interpret-ed in accordance with the laws
of the
State of Delaware without giving effect to the conflict of laws rules thereof
or
the actual domiciles of the parties.
(B) Except
as
amended hereby, the terms and provisions of the Agreement shall remain in
full
force and effect, and the Agreement is in all respects ratified and confirmed.
On and after the date of this agreement, each reference in the Agreement
to the
"Agree-ment", "hereinafter", "herein", "herein-after", "hereunder", "hereof",
or
words of like import shall mean and be a reference to the Agreement as amended
by this agreement.
(C) This
agreement may be executed in one or more counter-parts, each of which shall
be
deemed an original and all of which taken together shall constitute a single
Amendment.
(D) The
agreement may be deemed as executed upon receipt of email affirmation, to
be
followed by execution of physically signed documents within five (5) business
days.
IN
WITNESS WHEREOF,
the
parties hereto have executed this agreement as of the date first stated
above.
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“EXECUTIVE”
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| By /s/ Xxxxx Xxxxx | April 17, 2006 | |
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Xxxx Xxxxx |
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“COMPANY”
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eMagin
Corporation
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By
/s/
Xxxxxx Xxxxxxx
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April
17, 2006
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Compensation
Committee
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