Amendment to Employment Agreement of Mitchell B. Rubin Effective as of January 1, 1997
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EXHIBIT 10(sssss)
Amendment to Employment Agreement
of
Xxxxxxxx X. Xxxxx
Effective as of January 1, 1997
The following amendment to the written employment agreement dated
January 5, 1994 (the "Employment Agreement"), by and between Voice Powered
Technology International, Inc. (the "Company") and Xxxxxxxx X. Xxxxx
("Employee") is made and entered into effective as of January 1, 1997 as
follows:
1. Reduction in
Base Salary: Subject to the provisions of
Paragraph 2 below, Employee's Base
Salary commencing effective as of
January 1, 1997 and continuing for
the shorter of either (referred to
as the "Reduction Period") (A) the
term of Employee's employment, or
(B) December 31, 1997, the cash
payment of the Employee Base Salary
shall paid at the rate of the annual
sum of One Hundred Thousand
($135,000) (the "Payment Rate");
thereafter, the rate of payment of
the Employee's Base Salary cash
payment shall return to the amount
otherwise provided in the Employment
Agreement without regard to this
Amendment. During the Reduction
Period, the difference between the
Employee's Base Salary and the
Payment Rate ("Deferred Payment")
shall be accrued on the books of the
Company as a valid and owing current
obligation. The Deferred Payment
shall be payable by the Company to
the Employee upon expiration of the
term of Employee's employment. The
Board of Directors of the Company
may, but is not obligated to,
increase the Base Salary prior to
expiration of the Reduction Period
if, in its sole discretion, it deems
such to be reasonable and
appropriate.
2. Cessation of
Reduction: Notwithstanding anything to the
contrary in Paragraph 1 above, the
cash payment reduction described in
said Paragraph 1 shall automatically
cease, and thereafter the cash
payment of the Employee's Base
Salary shall return to the amount
otherwise provided in the Employment
Agreement without regard to this
Amendment and notwithstanding that
the Reduction Period may not have
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expired and the Deferred Payment shall
become immediately due and payable
upon the occurrence of any of the
following: (A) the acquisition by
any person or entity, or by any
group (as such term is used for
purposes of Section 13(d) of the
Securities Exchange Act of 1934, as
amended, and the rules, regulations,
and forms thereunder, of 20% or more
of the outstanding voting securities
of the Company; (B) the approval by
either the Board of Directors or the
shareholders of the Company of any
merger or other reorganization (as
such term is defined in Section 181
of the California Corporations Code)
involving the Company; (c)
termination of Employee's employment
under either paragraph 5(a)(3) or
5(a)(4) (but, as concerns said
paragraph 5(a)(4), only in the case
of mental or physical disability or
death as described in said paragraph
5(a)(4) and in no other case); or
(d) the filing of any petition by or
against the Company under the United
States Bankruptcy Code.
3. No Other
Changes: Except as expressly provided in this
Amendment, the Employment Agreement
shall remain in full force and
effect, without any other change,
amendment, or alteration.
EXECUTED effective as of January 1, 1997 by the Company and Employee.
The Company -- Voice Powered Technology
International, Inc., a California
corporation
By: Xxxxxx X. Xxxxxxxx
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Its: President
Employee -- /s/ Xxxxxxxx X. Xxxxx,
an individual ----------------------
Xxxxxxxx X. Xxxxx
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