AMENDMENT
TO EMPLOYMENT AGREEMENT
This is an Amendment (hereinafter called "Amendment") to an Employment Agreement
entered into on March 27, 1997, by and between Xxxxxx Xxxxxxx (hereinafter
called the "Executive") whose address is 000 Xxxxxxx'x Xxxx Xxxx, Xxxx Xxxxxx,
XX 00000, and Nocopi Technologies, Inc. (hereinafter called "Company") having
its principal offices at 000 Xxxxx Xxxxxx, X. Xxxxxxxxxxxx, XX 00000-0000. (The
Employment Agreement of March 27, 1997, shall hereinafter be referred to as the
"Agreement".)
The EXECUTIVE has agreed to resign as Chairman of the Board of Directors of
The COMPANY and as a Director of The COMPANY, the whole to take effect on March
27, 1998.
Notwithstanding the EXECUTIVE's decision, the Company is desirous to make
secure for itself the experience and outstanding abilities and services of the
EXECUTIVE for the period until October 31, 2002.
Therefore in consideration of the EXECUTIVE's continued employment with the
Company and in consideration of the terms and conditions under which the
EXECUTIVE shall provide services to the Company and of the mutual promises in
this Amendment, the EXECUTIVE and the Company agree as follows:
1. The first preamble of the Agreement is hereby deleted;
2. Clauses 1.1, 1.2, 1.3 and 1.4 of the Agreement are deleted and shall be
replaced by the following clauses:
1.1 The COMPANY agrees to and does hereby employ the EXECUTIVE as
Senior Advisor to the Company for the period commencing April 1,
1998 and terminating on October 31, 2002 (hereinafter called the
"EMPLOYMENT PERIOD").
1.2 The EXECUTIVE agrees to perform such sales and marketing
activities in promoting the sales of the COMPANY'S products and
services as the EXECUTIVE has performed prior to the date hereof
or such other duties as may be determined and assigned to the
EXECUTIVE by the Chief Executive Officer of the COMPANY
(hereinafter referred to as "CEO"). In addition, the EXECUTIVE
agrees to perform such public relations functions as he has
previously performed for the COMPANY which shall include
discussions and meetings with shareholders and investment
companies and stock brokerage companies. It is understood that
the EXECUTIVE shall not be called upon to perform services which
would require him to be employed in a manner inconsistent with
the duties that he has heretofore carried on (other than his past
duties as Chairman of the COMPANY or as Chief Executive Officer
or as Chief Operating Officer).
1.3 The COMPANY acknowledges that the foregoing statement contained
in clause 1.2 is of the essence of this Agreement without which
the EXECUTIVE would not have resigned his position as Chairman
and as a Director of the COMPANY. Moreover, the COMPANY agrees
that the EXECUTIVE shall occupy the same private office that he
presently enjoys at the facilities of the COMPANY located at 000
Xxxxx Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx. Should the
facilities of the COMPANY change during the Employment Period,
then the EXECUTIVE shall be assigned a comparable office within
the COMPANY'S then facilities.
2. Clause 2.1 of the Agreement is deleted and replaced with the following:
2.1 Subject to the provisions of Clause 2.3, the COMPANY shall pay to
the EXECUTIVE, and the EXECUTIVE shall accept from the COMPANY as
basic payment for his services during the Employment Period, (the
"BASIC PAYMENT") compensation at the rate of ONE HUNDRED AND
EIGHTY THOUSAND DOLLARS ($180,000.00) per annum, payable in
weekly or semi-monthly installments.
3. Clause 3.1 is amended by adding the phrase "as authorized by the CEO"
and will read as follows:
3.1 During the Employment Period the COMPANY will pay all reasonable
business related expenses incurred by the EXECUTIVE in
furtherance of or in connection with the business of the COMPANY
and its subsidiaries, as authorized by the CEO.
4. Clause 9.1 of the Agreement is amended by increasing the number of
shares to which the EXECUTIVE is entitled to three hundred twenty-five
thousand (325,000) shares and accordingly the first paragraph of
Clause 9.1 and sub-clauses a) and b) and l) of Clause 9.1 shall now
read as follows:
9.1 As a further inducement to the EXECUTIVE to enter into this
agreement and to provide a means of enhancing the EXECUTIVE's
proprietary interest in the COMPANY and to increase the
EXECUTIVE's incentive, the COMPANY hereby grants to the EXECUTIVE
the right and option to purchase from the COMPANY up to THREE
HUNDRED & TWENTY-FIVE THOUSAND (325,000) shares of its par value
common stock, exercisable upon the following terms and conditions
and in accordance with the Stock Option Plan of the COMPANY, the
option to be an Incentive Stock Option to the extent permitted
under the Internal Revenue Code.
a) The option price shall be thirty cents ($0.30) per common share
as to one hundred and twenty-five thousand (125,000) shares and
forty-five cents ($0.45) as to two hundred thousand (200,000)
shares.
b) Subject to the provisions hereof, this option shall be
exercisable as follows:
i) After the expiration of one (1) year from the effective date
hereof this option may be exercised with respect to all or
any part of ONE HUNDRED & FIFTY THOUSAND (150,000) of the
said THREE HUNDRED & TWENTY-FIVE THOUSAND (325,000) shares;
ii) After the expiration of two (2) years from the effective
date hereof, this option may be exercised with respect to
all or any part of ONE HUNDRED & SEVENTY-FIVE THOUSAND
(175,000) of the said THREE HUNDRED & TWENTY-FIVE THOUSAND
(325,000) shares less such number of shares as may have been
taken down by the EXECUTIVE hereunder prior thereto;
iii) Nothing contained in this Agreement is intended, or shall be
construed, to deprive the EXECUTIVE of the full benefits of
this option for THREE HUNDRED & TWENTY-FIVE THOUSAND
(325,000) shares in the event of the discharge of the
EXECUTIVE by the COMPANY or other breach of this agreement
by the COMPANY.
Save and except for the foregoing, the Agreement is hereby confirmed by both
parties.
IN WITNESS WHEREOF the parties hereto have executed this Agreement this 27th day
of March, 1998.
NOCOPI TECHNOLOGIES, INC.
Per:
-------------------------
Xxxxxxx X. Check
Dated: March 27, 1998
"The COMPANY"
-------------------------
Xxxxxx X. Xxxxxxx
Dated: March 27, 1998
"EXECUTIVE"
