EXHIBIT 10.9
[PURADYN LOGO]
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0000 Xxxx Xxxxx Xxxx Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000-0000
Telephone
000 000 0000
000 000 0000
Fax
000 000 0000
Internet
xxx.xxxxxxx.xxx
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") by and between Puradyn Filter
Technologies, Inc., a Delaware corporation ("PFTI") and Xxxxx Xxxxxx
("Employee"), is hereby entered into as of this day of July 3, 2000.
/s/ [ILLEGIBLE]
RECITALS
A. As of the date of this Agreement, PFTI is engaged primarily in the
business of providing Bypass Oil Filtration Systems.
B. Employee is employed hereunder by PFTI in a confidential relationship
wherein Employee, in the course of Employee's employment with PFTI, has
and will continue to become familiar with and aware of information as to
PFTI's customers, specific manner of doing business, including the
processes, techniques and trade secrets utilized by PFTI, and future plans
with respect thereto, all of which has been and will be established and
maintained at great expense to PFTI; this information is a trade secret
and constitutes the valuable goodwill of PFTI.
AGREEMENTS
1. EMPLOYMENT AND DUTIES.
(a) PFTI hereby employs Employee as President and Chief Operating
Officer ("COO") of PFTI. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to
and expected of a President and COO of PFTI and will report
directly to the Chief Executive Officer. Employee hereby
accepts this employment upon the terms and conditions herein
contained and, subject to paragraph 1(C) hereof, agrees to
devote Employee's full business time, attention and efforts to
promote and further the business of PFTI.
(b) Employee shall faithfully adhere to, execute and fulfill all
policies established by the Board.
(c) Employee shall not, during the term of his employment
hereunder, be engaged in any other business activity pursued
for gain, profit or other pecuniary advantage if such activity
interferes with Employee's duties and responsibilities
hereunder. The foregoing limitations shall not be construed as
prohibiting Employee from making personal investments in such
form or manner as will neither require Employee's services in
the operation or affairs of the companies or enterprises in
which such investments are made nor violate the terms of
paragraph thereof.
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2. COMPENSATION
For all services rendered by Employee, PFTI shall compensate Employee as
follows:
(a) Base Salary. The base salary payable to Employee shall be $166,000
per year, payable on a regular basis in accordance with PFTI's
standard payroll procedures but not less than bi-monthly. On at
least an annual basis, the Board will review Employee's performance
and may make increases to such base salary if, in its discretion,
any such increase is warranted. Such recommended increase would, in
all likelihood, require approval by the Board or a duly constituted
committee thereof. In no event shall Employee's base salary be
reduced.
(b) Bonus Plan. Minimum amount payable as bonus and schedule of such
will be as follows:
Minimum amount Payable on December 31, 2000 $50,000
Minimum amount Payable on December 31, 2001 $80,000
Minimum amount Payable on December 31, 2002 $80,000
(c) Executive Perquisites, Benefits, and Other Compensation. Employee
shall be entitled to receive additional benefits and compensation
from PFTI in such form and to such extent as specified below:
(i) Payment of all premiums for coverage for Employee under
health and hospitalization.
(ii) $600,000 Life Insurance Policy, a private Disability as
well as Group Policy will be taken out to give
approximately $15,000/month worth of coverage within
ninety (90) days.
(iii) Car allowance of $1,000 per month. All gas expenses to
be charged on corporate credit card.
(iv) Reimbursement for all business travel and other
out-of-pocket expenses reasonably incurred by Employee
in the performance of Employee's services pursuant to
this Agreement. All reimbursable expenses shall be
appropriately documented in a reasonable detail by
Employee upon submission of any request for
reimbursement, and in a format and manner consistent
with PFTI's expense reporting policy.
(v) Employee shall be granted paid time off as follows: four
(4) vacation weeks at the completion of one full year of
employment, five (5) vacation weeks upon completion of
the second year.
(vi) PFTI shall provide Employee with other executive
perquisites as may be available to or deemed appropriate
for Employee by the Board and participation in all other
PFTI-wide employee benefits as available from time to
time.
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3. OPTIONS.
PFTI will grant to Employee 300,000 qualified stock options as partial
payment for his services to PFTI. These options have been granted, effective
date of employment in accordance with PFTI's 1999 S-8 Stock Option Plan (see
attached) and are priced at the market closing price on the date of employment.
Expiration date is ten (10) years from date of employment and such options shall
vest in installments of 25% on each of the first, second, third and fourth
anniversaries of the Effective Date.
4. NON-COMPETITION
(a) Employee will not, during the period of Employee's employment
with PFTI, and for a period of two (2) years immediately
following the termination of Employee's employment under this
Agreement, for any reason whatsoever, directly or indirectly,
for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business
of whatever nature:
(i) Engage, as an officer, director, shareholder,
owner, partner, joint venturer or in a managerial
capacity, whether as an employee, independent
contractor, consultant or advisor or as a sales
representative, in any oil filtration business in
direct competition with PFTI or any subsidiary of
PFTI, within the United States or within 100 miles
of any other geographic area in which PFTI or any
of PFTI subsidiaries conducts business, including
any territory serviced by PFTI or any of its
subsidiaries (the "Territory".)
(ii) Call upon any person who is, at that time, within
the Territory, an employee of PFTI (including the
subsidiaries thereof) in a managerial capacity for
the purpose or with the intent of enticing such
employee away from or out of the employ of PFTI
(including the subsidiaries thereof)
(iii) Call upon any person or entity which is, at that
time, or which has been, within one (1) year prior
to that time, a customer of PFTI (including the
respective subsidiaries thereof) within the
Territory for the purpose of soliciting or selling
products or services in direct competition with
PFTI or any subsidiary of PFTI within the
Territory; or
(iv) Call upon any prospective acquisition candidate,
on Employee's own behalf or on behalf of any
competitor, which candidate was, to Employee's
actual knowledge after due inquiry, either called
upon by PFTI (including the respective
subsidiaries thereof) of for which PFTI made an
acquisition analysis, for the purpose of acquiring
such entity.
Notwithstanding the above, the foregoing covenant shall not be
deemed to prohibit Employee from acquiring as an investment
not more than two percent (2%) of the capital stock of a
competing business, whose stock is traded on a national
securities exchange or over-the-counter.
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(b) Because of the difficulty of measuring economic losses to PFTI
as a result of a breach of the foregoing covenant, and because
of the immediate and irreparable damage that could be caused
to PFTI for which it would have no other adequate remedy,
Employee agrees that the foregoing covenant may be enforced by
PFTI in the event of breach by him, by injunctions and
restraining orders.
(c) It is agreed by the parties that the foregoing covenants in
this paragraph 4 impose a reasonable restraint on Employee in
light of the activities and business of PFTI (including PFTI's
subsidiaries) on the date of the execution of this Agreement
and the current plans of PFTI (including PFTI's subsidiaries);
but it is also the intent of PFT and Employee that such
covenants be construed and enforced in accordance with the
changing activities, business and locations of PFTI (including
PFTI's subsidiaries) throughout the term of this Agreement,
whether before or after the date of termination of the
employment of Employee. For example, if, during the term of
this Agreement, PFTI (including PFTI's subsidiaries) engages
in new and different activities, enters a new business or
establishes new locations for its current activities or
business in addition to or other than the activities or
business enumerated under the Recitals above or the locations
currently established therefore, then Employee will be
precluded from soliciting the customers or employees of such
new activities or business or from such new location and from
directly competing with such new business within 100 miles of
its then-established operating locations(s) through the term
of this Agreement.
It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a
business or pursue other activities not in competition with PFTI
(including PFTI's subsidiaries), or similar activities, or business in
locations the operation of which, under such circumstances, does not
violate clause (i) of this paragraph 4, and in any event such new
business, activities or location are not in violation of this paragraph 4
or of Employee's obligations under this paragraph 4, if any Employee shall
not be chargeable with a violation of this paragraph 4 if PFTI (including
PFTI's subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.
(d) The covenants in the paragraph 4 are severable and separate,
and the unenforceability of any specific covenant shall not
affect the provisions of any other covenant. Moreover, in the
event any court of competent jurisdiction shall determine that
the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that
such restrictions be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall be reformed in
accordance therewith.
(e) All of the covenants in this paragraph 4 shall be construed as
an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action
of Employee against PFTI, whether predicated on the Agreement
or otherwise, shall not constitute a defense to the
enforcement by PFTI of such covenants. It is specifically
agreed that the period of two (2) years following termination
of employment stated at the beginning of this paragraph 4,
during which the agreements and covenants of Employee made in
this paragraph 4 shall be effective, shall be computed by
excluding from such computation any time during which Employee
is in violation of any provision of this paragraph 4.
/s/ [ILLEGIBLE]
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5. TERM; TERMINATION; RIGHTS ON TERMINATION
The term of this Agreement shall begin on the date hereof and continue for
three (3) years, and, unless terminated sooner as herein provided, shall
continue thereafter on a year-to-ear basis on the same terms and
conditions contained herein in effect as of the time of renewal. As used
herein, the work "Term" shall mean (i) during the three-year period
referred to in the preceding sentence, such three-year period, and (ii)
during any one-year renewal pursuant to the terms hereof, such one-year
period. This Agreement and Employee's employment may be terminated in any
one of the following ways:
(a) Death. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's
estate.
(b) Disability. If, as a result of incapacity due to physical or
mental illness or injury, as reasonably determined by
Employee's physician, Employee shall have been absent from
Employee's full-time duties hereunder for four (4) consecutive
months, then thirty (30) days after receiving written notice
(which notice may occur before or after the end of such four
(4) month period, but which shall not be effective earlier
than the last day of such four (4) month period), PFTI may
terminate Employee's employment hereunder provided Employee is
unable to resume Employee's full- time duties at the
conclusion of such notice period. Also, Employee may terminate
Employee's employment hereunder if is or her health should
become impaired to an extent that makes the continued
performance of Employee's duties hereunder hazardous to
Employee's physical or mental health or life, provided that
Employee shall have furnished PFTI with a written statement
from a qualified doctor to such effect and provided, further
that, at PFTI's request made within thirty (30) days of the
date of such written statement, Employee shall submit to an
examination by a doctor selected by PFTI who is reasonable
acceptable to Employee or Employee's doctor and such doctor
shall have concurred in the conclusion of Employee's doctor.
In the event this Agreement is terminated by either party as a
result of Employee's disability, Employee shall receive from
PFTI, in a lump-sum payment due within ten (10) days of the
effective date of termination, the base salary at the rate
then in effect for whatever time period is remaining under the
Term of this Agreement or for one (1) year, whichever amount
is greater.
(c) Good Cause. PFTI may terminate the Agreement ten (10) days
after delivery of written notice to Employee for good cause,
which shall be (1) Employee's willful, material and
irreparable breach of this Agreement; (2) Employee's gross
negligence in the performance or intentional nonperformance
continuing for ten (10) days after receipt of written notice
of need to cure) of any of Employee's material duties and
responsibilities hereunder; (3) Employee's willful dishonesty,
fraud or misconduct with respect to the business or affairs of
PFTI which materially and adversely affects the operations or
reputation of PFTI; (4) Employee's conviction of a felony
crime; or (5) chronic alcohol abuse or illegal drug abuse by
Employee. In the event of termination for good cause, as
enumerated above, Employee shall have no right to any
severance compensation.
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(d) Without Cause. At any time after the commencement of
employment, Employee may, without cause, terminate this
Agreement and Employee's employment, effective thirty (30)
days after written notice is provided to PFTI. Employee may
only be terminated without cause by PFTI during the Term
hereof if such termination is approved by at least two-thirds
of the members of the Board. Should Employee's employment be
terminated by PFTI without cause during the Term, Employee
shall receive from PFTI, in a lump-sum payment due on the
effective date of termination, the base salary at the rate
then in effect for whatever time period is remaining under the
Term of the Agreement or for one (1) year, whichever amount is
greater, plus any accrued salary and declared but unpaid bonus
and reimbursement of expenses. Should Employee's employment be
terminated by PFTI without cause at any time after the Term,
Employee shall receive from PFTI, in a lump-sum payment due on
the effective date of termination, the base salary rate then
in effect equivalent to one (1) year of salary, plus any
accrued salary and declared but unpaid bonus and reimbursement
expenses. Further, any termination without cause by PFTI shall
operate to shorten the period set forth in paragraph 4(a) and
during which the terms of paragraph 4 apply to one (1) year
from the date of termination of employment. If Employee
resigns or otherwise terminates Employee's employment without
cause pursuant to this paragraph 5(d), Employee shall receive
no severance compensation.
(e) Change in Control of PFTI. In the event of a "Change in
Control of PFTI" (as defined below) during the Term, refer to
paragraph 12 below.
Upon termination of this Agreement for any reason provided above, Employee
shall be entitled to receive all compensation earned and all benefits and
reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above or
in paragraph 12 hereof. All other rights and obligations of PFTI and
Employee under this Agreement shall cease as of the effective dater of
termination, except that PFTI's obligations under paragraph 10 hereof and
Employee's obligations under paragraphs 4, 6, 7, 8 and 10 hereof shall
survive such termination in accordance with their terms.
If termination of Employee's employment arises out of PFTI's failure
to pay Employee on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other material breach of this
Agreement by PFTI (including but not limited to a material reduction in
Employee's responsibilities hereunder), as determined by a court of
competent jurisdiction or pursuant to the provisions of paragraph 16
below, such termination shall be deemed a termination without cause, and
PFTI shall pay to Employee severance compensation pursuant to the
applicable provisions of paragraph 5(d) and all amounts and damages to
which Employee may be entitled as a result of such breach, including
interest thereon and all reasonable legal fees and expenses and other
costs incurred by Employee to enforce Employee's rights hereunder,
Further, none of the provisions of paragraph 4 hereof shall apply in the
event this Agreement is terminated as a result of a breach by PFTI.
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In the event of any termination of Employee's employment for any
reason provided above, Employee shall be under no obligation to seek other
employment and there shall be no offset against any amounts due to
Employee under this Agreement on account of any remuneration attributable
to any subsequent employment that Employee may obtain. Any amounts due
under this paragraph 5 are in the nature of severance payments, or
liquidated damages, or both, and are not in the nature of a penalty.
6. RETURN OF COMPANY PROPERTY
All records, designs, patents, business plans, financial statements,
manuals, memoranda, lists and other property delivered to or compiled by
Employee by or on behalf of PFTI, or its representatives, vendors or customers
which pertain to the business of PFTI shall be and remain the property of PFTI,
and be subject at all times to its discretions and control. Likewise, all
correspondence, reports, records, charts, advertising materials, and other
similar data pertaining to the business, activities or future plans of PFTI
which is collected by Employee shall be delivered promptly to PFTI without
request by it upon termination Employee's employment.
7. INVENTIONS.
Employee shall disclose promptly to PFTI any and all significant
conceptions and ideas for inventions, improvements and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment, and which are directly
related to the business or activities of PFTI and which Employee conceives as a
result of Employee's employment by PFTI. Employee hereby assigns and agrees to
assign all of Employee's interest therein to PFTI of its nominee. Whenever
requested to do so by PFTI, Employee shall execute any and all applications,
assignments or other instruments that PFTI shall deem necessary to apply for and
obtain Letters Patent of the United States or any foreign country or to
otherwise protect PFTI's interest therein.
8. TRADE SECRETS.
Employee agrees that he will not, other than as required by court order,
during or after the Term of this Agreement with PFTI, disclose the confidential
terms of PFTI's or its subsidiaries' relationships or agreements with its
significant vendors or customers or any other significant and material trade
secret of PFTI or it subsidiaries, whether in existence or proposed, to any
person, firm, partnership, corporation or business for any reason or purpose
whatsoever.
9. INDEMNIFICATION.
In connection with any threatened, pending or completed claim, demand,
liability, action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by PFTI against Employee), by reason of
the fact that Employee is or was performing services (including an act, omission
or failure to act) under this Agreement, PFTI shall indemnify and hold harmless,
to the maximum extent permitted by law, Employee against all expenses (
including attorneys' fees), judgments, fines and amounts paid in settlement, as
actually and reasonably incurred by Employee in connection therewith. In the
event that both Employee and PFTI are made a party to the same third-party
action, complaint, suit or proceeding, PFTI agrees to engage competent legal
representation reasonably acceptable to Employee, and Employee agrees to use the
same representation, provided that if counsel selected by PFTI shall have a
conflict of interest that prevents such counsel from representing Employee,
Employee may engage separate counsel. Further, while Employee is expected at all
times to use Employee's best efforts to faithfully
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discharge his or her duties under this Agreement, Employee cannot be held liable
to PFTI for errors or omissions made in good faith where Employee has not
exhibited gross, willful or wanton negligence or misconduct or performed
criminal and fraudulent acts which materially damage the business of PFTI. PFTI
shall pay, on behalf of Employee upon presentation of proper invoices, all fees,
costs and expenses (including attorneys' fees) incurred in connection with any
matter referenced in this paragraph 9.
10. NO PRIOR AGREEMENTS.
Employee hereby represents and warrants to PFTI that the execution of this
Agreement by Employee and his employment by PFTI and the performance of
Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity. Further Employee
agrees to indemnify PFTI for any claim, including but not limited to attorneys'
fees and expenses of investigation, by any such third party that such third
party may now have or may hereafter come to have against PFTI based upon or
arising out of any noncompetition agreement, invention or secrecy agreement
between Employee and such third party which was in existence as of the date of
this Agreement.
11. ASSIGNMENT; BINDING EFFECT
Employee understands that he has been selected for employment by PFTI on
the basis of Employee's personal qualifications, experience and skills.
Employee, therefore, shall not assign all or any portion of Employee's
performance under this Agreement. Subject to the preceding two (2) sentences and
the express provisions of paragraph 12 below, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and assigns.
12. CHANGE IN CONTROL.
(a) Unless employee elects to terminate this Agreement pursuant to
(c) below, Employee understands and acknowledges that PFTI may
be merged or consolidated with or into another entity and that
such entity shall automatically succeed to the rights and
obligations of PFTI hereunder or that PFTI may undergo another
type of Change in Control. In the event such a merger or
consolidation or other Change in Control is initiated prior to
the end of the Term, then the provisions of this paragraph 12
shall be applicable.
(b) In the event of a pending Change in Control wherein PFTI and
Employee have not received written notice at least five (5)
business days prior to the anticipated closing date of the
transaction giving rise to the Change in Control from the
successor to all or a substantial portion of PFTI's business
and/or assets that such successor is willing as of the closing
to assume and agree to perform PFTI's obligations under this
Agreement in the same manner and to the same extent that PFTI
is hereby required to perform, then such Change in Control
shall be deemed to be a termination of the Agreement by PFTI
without cause during the Terms and the applicable portions of
paragraph 5(d) will apply; however, under such circumstances,
the amount of the lump-sum severance payment due to employee
shall be the amount calculated under the terms of paragraph
5(d) and the noncompetition provisions of paragraph 4 shall
not apply.
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(c) In any Change in Control situation, Employee may elect to
terminate this Agreement by providing written notice to PFTI
at least five (5) business days prior to the anticipated
closing of the transaction giving rise to the Change in
Control In such case, the applicable provisions of paragraph
5(d) will apply as though PFTI had terminated the Agreement
without cause during the Term; however, under such
circumstance, the amount of the lump-sum severance payment due
to Employee shall be the amount calculated under the terms of
paragraph 5(d) and the noncompetition provisions of paragraph
4 shall all apply for a period of two (2) years from the
effective date of termination.
(d) For purposes of applying paragraph 5 hereof under the
circumstances describe in (b) and (c) above, the effective
date of termination will be the closing date of the
transaction giving rise to the Change in Control and all
compensation, reimbursements and lump-sum payments due
Employee must be paid in full by PFTI at or prior to such
closing. Further, Employee will be given sufficient time and
opportunity to elect whether to exercise all or any of
Employee's vested options to purchase PFTI Common Stock,
including any options with accelerated vesting under the
provisions of PFTI's 1999 Stock Option Plan, such that
Employee may convert the options to shares of PFTI Common
Stock at or prior to the closing of the transaction giving
rise to the Change in Control, if Employee so desires.
(e) Employee must be notified in writing by PFTI at any time that
PFTI or any member of its Board anticipates that a Change in
Control may take place.
13. COMPLETE AGREEMENT.
The Agreement supersedes any other agreements or understandings, written
or oral, between PFTI and Employee, and Employee has no oral representations,
understandings or agreements with PFTI or any of its officers, directors or
representatives covering the same subject matter as this Agreement.
This written Agreement is the final, complete and exclusive statement and
expression of the agreement between PFTI and Employee and of all the terms of
this Agreement, and it cannot be varied, contradicted or supplemented by
evidence of any prior contemporaneous oral or written agreement. This written
Agreement may not be later modified except by a written instrument signed by a
duly authorized officer of PFTI and Employee, and no term of this Agreement may
be waived except by a written instrument signed by the party waiving the benefit
of such term.
14. NOTICE.
Whenever any notice is required hereunder, it shall be given in writing
addressed as follows:
To PFTI: Puradyn Filter Technologies, Inc.
0000 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
To Employee: Xxxxx Xxxxxx
0000 Xxxxxx Xxxx Xxxxx, Xxxx
Xxxxxxx Xxxx, XX 00000
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Notice shall be deemed given and effective three (3) days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph 14.
15. SEVERABILITY; HEADINGS.
If any portion of this Agreement is held invalid or inoperative, the other
portions of this Agreement shall be deemed valid and operative and, so far as is
reasonable and possible, effect shall be given to the intent manifested by the
portion held invalid or inoperative. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.
16. ARBITRATION.
Any unresolved dispute or controversy arising under or in connection
within this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in the community where the corporate
headquarters of PFTI is located on the Effective Date, in accordance with the
rules of the American Arbitration Association then in effect. The arbitrators
shall not have the authority to add to, detract from or modify any provision
hereof nor to award punitive damages to any injured party. The arbitrators shall
have the authority to order back-pay, severance compensation, vesting of options
(or cash compensation in lieu of vesting of options), reimbursement of costs,
including those incurred to enforce this Agreement, and interest thereon in the
event the arbitrators determine that Employee was terminated without disability
or good cause, as defined in paragraphs 5(b) and 5(c) hereof, respectively, or
that PFTI has otherwise materially breached this Agreement. A decision by a
majority of the arbitration panel shall be final and binding. Judgment may be
entered on the arbitrators' award in any court having jurisdiction. The direct
expense of any arbitration proceeding shall be borne by PFTI.
17. GOVERNING LAW.
This Agreement shall in all respects be construed according to the laws of
the State of Florida without regard to the conflicts of laws principles of such
state.
18. COUNTERPARTS.
This Agreement may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Agreed to and Accepted By:
/s/ Xxxxxxx X. Xxxx /s/ Xxxxx Xxxxxx
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Xxxxxxx X. Xxxx, CEO Xxxxx Xxxxxx
Puradyn Filter Technologies, Inc.
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ADDENDUM TO EMPLOYMENT AGREEMENT OF JULY 3, 2000
This Addendum to the July 3, 2000, Employment Agreement ("Agreement") between
Xxxxx X. Xxxxxx ("Kroger") and Puradyn Filter Technologies, Inc. ("PFTI), is
made and entered into effective December 23, 2002 ("Effective Date").
RECITALS
A. Xxxxx Xxxxxx and Puradyn Filter Technologies, Inc. entered into an
employment agreement on July 3, 2000. As part of the compensation promised
to Kroger in that agreement, Kroger is entitled to the payment of a bonus,
as evidenced by Section #2(b). At this time Kroger is entitled to an
$80,000.00 bonus, payable on December 31, 2002.
B. As a result of the lackluster performance of the company stock price,
Kroger, in his desire to show his confidence and belief in the future
performance of PFTI, and to conserve PFTI cash resources at this time,
agrees to amend Section #2(b) of his employment contract.
AGREEMENT
1. In lieu of and in exchange for the $80,000.00 bonus which is due and
payable on December 31, 2002, PFTI will grant and Kroger will accept
100,000 qualified stock options (ISO) for the purchase of the common stock
of PFTI, which stock is traded on the American Stock Exchange. These
options are in accordance with PFTI's S-8 1999 Stock Option Plan.
2. The price of these qualified stock options will be priced at the market
closing price of PFTI common stock, as seen on the American Stock
Exchange, on January 10, 2003, that being $1.70 per share.
3. The grant of these 100,000 options will accrue on the following timetable:
1) 50,000 shares on January 10, 2003
2) 50,000 shares on January 10, 2004
4. These options will expire within ten (10) years from the date of the
granting of the same.
5. All other terms and conditions of the July 3, 2000, Employment Agreement
remain in full force and effect.
EMPLOYEE EMPLOYER
Xxxxx X. Xxxxxx Puradyn Filter Technologies, Inc.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxx X. Xxxxxx Xxxxxxx X. Xxxx, CEO
0000 Xxxx Xxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, Telephone 866 PURADYN
000 000 0000, Fax 000 000 0000
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xxx.xxxxxxx.xxx
