1
Exhibit 10.1
AMENDMENT OF COMPENSATION AND EMPLOYMENT AGREEMENT
With respect to the Compensation and Employment Agreement (the
"Agreement") dated as of June 16, 1995 between CardioDynamics International
Corporation ("EMPLOYER") and Xxxxxxx X. Xxxx ("EMPLOYEE").
1. EMPLOYEE hereby resigns from all positions as an officer and
employee of EMPLOYER.
2. The parties hereby confirm that by mutual agreements
EMPLOYEE's prospective salary rate was reduced to the following rates as of the
following dates, and that no accrued or deferred salary exists:
Beginning February 1, 1996 : $120,000 per annum
Beginning July 31, 1997 : $ 72,000 per annum
No salary shall accrue or be paid with respect to any period after April 5,
1998.
3. The parties hereby agree to amend the Option Certificate
attached to the Agreement as Exhibit A, as follows:
a. The total number of stock options is reduced from
500,000 to 250,000. This reduction shall be spread evenly over all tranches; for
example, "the first 20% tranche of the Options" shall now be 50,000 options
instead of 100,000 options.
b. Section 1 of the Option Certificate is deleted.
4. No promises, representations or side agreements have been
given to EMPLOYEE to induce him to enter into this Amendment, and he has not
relied on any representation, agreement, understanding, arrangement or
commitment which has not been expressly set forth in this Amendment. EMPLOYEE
has been given the opportunity to consult with his own lawyer before signing
this Amendment.
5. Section 3.3 and Articles 7 and 8 of the Agreement shall
survive.
Dated: April 5, 1998
CARDIODYNAMICS INTERNATIONAL
CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxxx
Title: President
----------------------------
/s/ XXXXXXX X. XXXX
----------------------------------
Xxxxxxx X. Xxxx
