EXHIBIT 10.4
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AMENDMENT NUMBER THREE TO EMPLOYMENT AGREEMENT
This Amendment, between Xxxxx X. Xxxxxx ("Xx. Xxxxxx") and CAS Medical
Systems, Inc. ("CAS") amends an Employment Agrement, dated as of September 1,
2000, between Xx. Xxxxxx and CAS, as amended prior to the date hereof (the
"Agreement"). Except as otherwise specifically provided in this Amendment, the
Employment Agreement remains in full force and effect.
1. Term.
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The first two sentences of Section 1 of the Agreement are deleted and the
following is substituted in their place:
"Xx. Xxxxxx is employed by CAS as President and Chief Executive Officer, and
shall serve as a director of CAS if so elected by CAS' stockholders, in each
case through August 31, 2003."
2. Compensation.
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Section 2 of the Agreement is modified to reflect an annual salary of
$215,000.
3. Termination.
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The following replaces in its entirety that portion of Section 3 of the
Agreement added by the September 1998 Amendment Number One of the Agreement:
"If a Change of Control (as hereinafter defined) occurs, and upon such
Change of Control occurring this Agreement is not extended for a period of
one year following the stated termination date of this Agreement, then Xx.
Xxxxxx shall be paid a lump sum of $250,000 on such stated termination
date."
"If a Change of Control occurs and Xx. Xxxxxx' employment terminates for any
reason after such Change of Control occurs, including termination by Xx.
Xxxxxx, Xx. Xxxxxx will be paid a lump sum of $250,000 within ten (10) days
of such termination."
"Change of Control" means (i) a sale of all or substantially all of CAS'
assets, (ii) a merger involving CAS in which CAS is not the survivor and the
CAS stockholders prior to the merger control less than fifty percent of the
voting stock of the surviving entity, (iii) a sale by the CAS stockholders
to an acquiror or acquirors acting in concert of more than a majority of the
then outstanding stock of CAS owned by the CAS stockholders, or (iv) any
event similar to any of the foregoing."
IN WITNESS of the foregoing, the parties have executed this Amendment as of
September 1, 2002.
CAS MEDICAL SYSTEMS, INC.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
