EXHIBIT 10(dd)
Second Amendment to Employment Agreement
Second Amendment ("Second Amendment") entered into on the 5 day of August,
1997 to a certain Employment Agreement dated as of September 1, 1995, as
modified by an Amendment dated July, 1996 (which agreements are collectively
called the "Existing Employment Agreement") between MISONIX, INC., a New York
corporation (hereinafter called the "Company") with offices at 0000 Xxx Xxxxxxx,
Xxxxxxxxxxx, Xxx Xxxx 00000 and XXXXXX XXXXXXXX, residing at 00 Xxxxxx Xxxxx,
Xxxxx Xxxx, Xxx Xxxx 00000 (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee desire to continue the services of
Employee upon the terms and conditions contained in the Existing Employment
Agreement, as hereby amended.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises contained herein, the parties hereby agree as follows:
1. Terms and References
Unless otherwise expressly provided in this Amendment, all terms,
definitions and references in the Existing Employment Agreement shall have the
same meanings when used herein.
2. Term of Employment
The term of employment provided in this Second Amendment shall be for the
13 months commencing September 1, 1997 and ending September 30, 1998.
Accordingly, the reference in paragraph 1 of the Existing Employment Agreement
in the third line thereof shall be to the 13 month period ending September 30,
1998; the balance of paragraph 1 of the Existing Employment Agreement shall
remain in effect and any future renewal periods shall be for the twelve month
period commencing October 1st.
3. Paragraph 4 of the Existing Employment Agreement, dealing with
Compensation, is hereby amended as follows:
a) The base salary provided in paragraph 4(a) shall be $200,000 per annum
(with an additional monthly payment of $16,666.67 to be made for the
thirteenth month of the initial term hereof, i.e., September, 1998);
b) The incentive compensation provided in paragraph 4(b) of the Employment
Agreement shall be modified to read as follows for all years after Fiscal
1997:
"(b) Not later than one hundred twenty (120) days after the end of the
fiscal year of the Company ending on the 30th day of June immediately prior
to the expiration date of that year for employment (so that, for example,
the results of the Company's fiscal year ending June 30, 1998 shall be
applicable to the initial 13 months of employment under this Second
Amendment), the Company shall pay to Employee, as incentive compensation:
If Pretax Operating Earnings for fiscal year are:
Incentive Compensation Payment
less than $4,000,000 - None
$4,000,000 to $5,500,000 - 5% of pretax operating earnings in this range
$5,500,001 to $7,000,000 - 7.5% of pretax operating earnings in this
range
$7,000,001 to $9,625,000 - 10% of pretax operating earnings in this range
In no event shall the Employee be entitled to more than $450,000 in
incentive compensation either for the initial 13 month term of this Second
Amendment or for any renewal term thereafter.
For purposes hereof, "pretax operating earnings" of the Company shall mean,
with respect to any fiscal year, the operating income (including royalties and
license fees) if any, but excluding, without limitation, interest income, for
such fiscal year as set forth in the audited, financial statements of the
Company included in its Annual Report to Stockholders for such fiscal year,
before deduction of (i) taxes based on income, or (ii) of the incentive
compensation to be paid to Employee for such fiscal year.
For each Renewal Period hereunder, the calculation of incentive
compensation shall be made upon the results of the Company's fiscal year
expiring on the 30th day of June during such Renewal Period. In the event of a
change of the Company's fiscal year, the calculation period for the incentive
compensation shall be equitably adjusted."
Subparagraphs (c) and (d) of paragraph 4 shall remain as presently stated
in the Existing Employment Agreement.
4. In the event of the death or disability of Employee or other severance of
employment of Employee during the pendancy of the initial term or a renewal
term for any reason (except (a) by virtue of non-renewal, or (b)
termination by the Company for cause pursuant to
paragraph 10 of the existing Employment Agreement), Employee shall be
entitled to the incentive compensation calculated up to the date of death,
disability or other date of such severance, as the case may be; Employee's
entitlement shall be calculated by multiplying the dollar amount of
incentive compensation he would be entitled to for the entire initial term
or renewal term in which such death, disability or other such severance
occurs, by a fraction whose numerator is the number of months in such term
prior to death, disability or such other severance (not to exceed 12) and
whose denominator is the number "12".
5. Employee shall be furnished with an executive style automobile for use in
the Company's business at the Company's expense, with all reasonable
expenses, directly relating thereto, to be paid or reimbursed by the
Company.
6. All notices to be given hereunder may also be transmitted by hand or by
receipted overnight courier (such as UPS or Federal Express).
7. Except as expressly modified by this Second Amendment, the terms and
conditions of the Existing Employment Agreement shall remain in full force
and effect. In the event of any conflict or inconsistency between the
Existing Employment Agreement and this Second Amendment, the terms of this
Second Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Second Amendment on the day and year first above written.
MISONIX, INC.
BY:/s/XXXX XXXXXX
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XXXX XXXXXX, CHAIRMAN
/s/XXXXXX XXXXXXXX
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XXXXXX XXXXXXXX
