Exhibit 10.2
Second Amendment to
Executive Employment Agreement
Xxxxxxxxx X. Xxxxxxx
This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (Second Amendment") is
entered into as of December 26, 2007 by and between PlanGraphics Inc., a
Colorado Corporation, formerly known as Integrated Spatial Information Solution,
Inc. (`Employer") and Xxxxxxxxx X. Xxxxxxx ("Executive").
WHEREAS, Executive and Employer are parties to an Executive Employment Agreement
dated January 1, 2002 ("the Agreement"); and
WHEREAS, the term of the Agreement was previously extended from time to time
through December 31, 2007,
WHEREAS, the parties mutually desire to further extend the term and modify the
provisions of the Agreement.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereunder contained, the parties hereby agree as follows:
4) Paragraph 2 of this Agreement is hereby amended to change the
Expiration Date to December 31, 2008.
5) Beginning October 1, 2007, provisions for salary deferrals included in
the First Amendment are eliminated in their entirety.
6) Provisions for Incentive Bonus as amended in the First Amendment are
hereby deleted and replaced with the following conditioned on a
positive EBITDA of PlanGraphics Colorado for the Fiscal Year ending
September 30, 2008, as follows;
a) An amount equal to 2% of gross salary if EBITDA is greater
than $50K for any quarter and EBITDA exceeds $50K for the
fiscal year.
b) An amount equal to 5% of gross salary if EBITDA is greater
than $75K for any quarter and EBITDA exceeds $75K for the
fiscal year.
c) An amount equal to 8% of gross salary if EBITDA is greater
than $100K for any quarter and EBITDA exceeds $125K for the
fiscal year
d) 3% of EBITDA greater than $100,000 per quarter if EBITDA
exceeds $400K for the fiscal year.
The amounts in the above paragraphs 4a) through 4c) are not
cumulative. The amounts paid shall be considered "Additional
Compensation" and are subject to applicable withholdings for taxes.
Incentive Bonus shall be paid within 15 days of the completion, by
internal accounting staff, of the 4th quarter financials for the
Company and no later than December 31, 2008 or a change of control.
7) On a change of control, and conditioned on the Company having a
positive EBITDA at the end of the month prior to the change of
control, the Incentive Bonus shall be due and payable.
8) All other terms and condition of the Agreement as amended shall remain
unchanged.
EXECUTIVE PLANGRAPHICS, INC
A Colorado Corporation
/S/ Xxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Xxxxxxxxx X Xxxxxxx Xxxx X. Xxxxxxxxx
President and CEO
Date: 12/31/2007 Date: 12.26.07
