EXHIBIT 10(l)
COMPUTERIZED THERMAL IMAGING, INC.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
June 12, 1995
Xx. Xxxxxxx X. Xxxxxx
00000 Xxxxx Xxxx Xxx
Xxxxxx, Xxxxxxxx 00000
Re: Confirmation of terms for Personal Services Agreement
Dear Xx. Xxxxxx:
This letter will confirm our terms of agreement between Computerized
Thermal Imaging, Inc., a Nevada corporation (the "Company") and you, under which
you will render advisory services to the Company, as follows:
1. You will be engaged as the Chief Operating Officer - International
Operations of the Company beginning on the later to occur of (a) July
3, 1995 or (b) within 180 days of the date on which the first CTI
thermal imaging unit (a "Unit") is ordered by the Ministry of Public
Health (or its subsidiaries or affiliates; "MOPH") for the People's
Republic of China under the "China Project" (as defined in that
certain Consulting Agreement between the Company and American Recovery
Corporation dated December 22, 1994, and amended January 27, 1995).
The date on which your engagement with the Company begins under the
immediately preceding sentence is hereafter referred to as the "Start
Date". The term of our agreement will be for a period of three (3)
years from and after the Start Date (the "Initial Term"), and will be
renewed automatically thereafter in consecutive one year terms, unless
otherwise terminated by written notice given by either party not less
than 90 days prior to the end of the Initial Term or any renewal
period. Any timely termination of this agreement prior to 90 days
before the end of the Initial Term shall be deemed effective as of the
last day of the Initial Term. All post-Initial Term terminations
complying with the required 90-day notice period will be effective as
of the last day of the annual period in which such notice is given.
All other terminations will be effective as of the last day of the
next succeeding annual period after which notice is given under this
paragraph.
2. Your employment will require full time duties with the primary
responsibility for supervising and causing to be performed the TriSun
CTI/Asia, Ltd. project. It is anticipated and understood that this
project will provide the basis for your compensation. Nevertheless,
you may be requested in the alternative to assist CTI with its
domestic or other international operations.
3. Your compensation will be as follows:
(a) You will be paid annual compensation of $175,000, payable in 12
equal monthly installments of $14,583.33 each, each payable in
advance, beginning on the Start Date, and continuing thereafter
on the same day of the month as the Start Date (or as near
thereto as possible) for each succeeding month. If, as and when
a letter of credit under the China Project for the benefit of the
MOPH is in place which provides for payment, among others, of the
twenty-first (21st) Unit to be ordered by the MOPH, your annual
compensation under this paragraph will be increased to $200,000,
again payable in advance in equal monthly installments of
$16,666.67 each;
1
Xx. Xxxxxxx X. Xxxxxx
June 12, 1995
Page 2
(b) You will be provided with coverage under the Company's health and
dental insurance substantially similar to that provided to
employees of the Company, life insurance of $1,000,000 and a
company executive automobile (or automobile allowance of
$500.00/month);
(c) An option in your favor to purchase 1,000,000 shares of Company
common stock of a class presently registered for trade on a U.S.
public exchange (or successor traded class), for an exercise
price of $1.25 per share. Such option will be exercisable for a
period of five (5) years from and after the Start Date; and
(d) A second option in your favor to purchase 1,000,000 shares of
Company common stock of a class then registered for trade on a
U.S. public exchange (or successor traded class) for an exercise
price of $1.25 per share. Such second option will be exercisable
for a period of five (5) years from and after the date on which a
letter of credit under the China Project for the benefit of the
MOPH is in place which provides for payment, among others, of the
twenty-first (21st) Unit to be ordered by the MOPH.
Payments to you under paragraphs (a) of this Section 2 will not begin
until revenues of the Company from the China Project are sufficient to
begin funding the monthly amounts payable to you. The compensation
payable to you under paragraphs (a) and (b) of this Section 2 may be
paid either by the Company or TriSun/CTI Asia, Ltd.
4. All stock in the Company you obtain from the exercise of either of the
options to be granted to you under paragraphs (c) and (d) of Section 3
above will be subject to the following "piggy-back" registration
rights:
If the Company at any time proposes to file, or does file, any
registration statement covering any securities of the Company, whether
for securities to be issued by the Company or then held by another
party, you will have the right to have any part or all of the
securities of the Company you then hold to be registered under such
proposed registration statement. If you wish to have any securities
you then hold to be so registered, you will notify the Company in
writing of your desire within thirty (30) days after the date you
receive your notice of proposed registration from the Company. Upon
receipt of your timely request for registration under this paragraph,
the Company will add the securities you requested be registered to the
proposed registration statement; provided, that if after you make a
request for registration the Company decides not to register or delay
such registration, for any reason, the Company will give you written
notice of its decision. However, no such determination will prejudice
your rights to other and further registrations made by the Company or
with respect to Company securities from time to time. The Company
will bear all costs and expenses of each and all such registrations
incurred in connection with the exercise of rights by you under this
Section 4.
5. This agreement may be terminated by the Company for "cause" only.
"Cause" shall mean only the following events: (1) conviction of any
felony or other crime involving moral turpitude, (2) knowing breach of
fiduciary duty as an executive officer of the Company, (3) any act or
omission constituting gross negligence, and (4) any fraud committed by
you against the Company.
6. The terms of this agreement have been consented to, approved and
ratified by the board of directors of the Company, and I am authorized
in all respects as President of the Company to engage you for the
Company's benefit in accordance with the terms of our agreement,
without any further consent
2
of the directors or any other officer of the Company. We each agree
to take any and all other actions that are necessary and incident to
accomplishing the purposes of and fulfilling the terms of the
agreement described in this letter. This Agreement may be executed
in multiple counterparts, and by facsimile signature, each of which
shall be considered together one Agreement.
If the above correctly describes your understanding of our agreement,
please indicate by your acknowledgment in the spaces provided below and return
one copy of this agreement to me at your earliest convenience.
COMPUTERIZED THERMAL IMAGING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx,
President
AGREED AND ACCEPTED as of
June 16 , 1995:
----
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
3
