Exhibit 10.2
May 5, 2005
The Board of Directors
Data Systems & Software Inc.
000 Xxxxx 00
Xxxxxx, Xxx Xxxxxx 00000
Re: Employment Agreement and Consulting Arrangement
Dear Members of the Board:
Reference is made to that certain Employment Agreement (the "Employment
Agreement") dated as of January 1, 1997, as amended as of May 17, 2001, as
further amended as of March 13, 2002 and December 30, 2004, by and between the
undersigned and Data Systems & Software Inc., a Delaware corporation (the
"Company").
I hereby agree and acknowledge that for the period beginning on the
date hereof and ending on May 31, 2006 I will not seek to enforce Section
2(a)(2)(iii) of the Employment Agreement, which requires the Company to fund the
payment of all consulting fees to become payable to me throughout the entire
Consulting Period (as such term is defined in the Employment Agreement), and
will accept payments in respect thereof in accordance with the Company's usual
and customary payroll practices for executive officers, provided that, if any
one of the following events occur:
(1) the Company receives net proceeds of at least $1.5 million from an
equity or long-term debt transaction or sale of assets;
(2) I die or become disabled; or
(3) I am terminated as Chief Executive Officer of the Company for any
reason other than my voluntary resignation,
then, unless otherwise agreed to by me in writing, the Company shall be required
to comply with Section 2(a)(2)(iii) of the Employment Agreement and forthwith
make payment in full to me (or my estate, as the case may be) in accordance with
such provision.
This letter supersedes any and all prior agreements and understandings,
written or oral, with respect to the subject matter hereof.
If the foregoing accurately sets forth our agreement with respect to
the foregoing, please execute a copy of this letter and return the same to the
undersigned.
Very truly yours,
/s/ Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx
AGREED AND ACKNOWLEDGED:
By:/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Chief Financial Officer
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