Exhibit 10.8
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (this "Amendment") to the Employment Agreement effective
as of April 5, 2004 (the "Employment Agreement") between Xxxxxx Xxxxxxx (the
"Executive") and Global Payment Technologies, Inc. (the "Company"), is dated as
of December 14, 2005.
WHEREAS, the parties desire to amend the Employment Agreement; and
NOW THEREFORE, the Company and the Executive agree as follows:
1. Section 2.1 of the Employment Agreement is hereby amended in its
entirety to read as follows:
2.1 Subject to the terms and conditions of this Agreement, the Company
agrees to employ Executive as Executive Vice President and Chief Operating
Officer of the Company with the responsibility for the performance of such
duties, consistent with such positions and the By-Laws of the Company and as may
be from time to time assigned to him by the Board of Directors (the "Board of
Directors") and the Chief Executive Officer of the Company. Executive hereby
accepts such employment.
2. Section 2.2 of the Employment Agreement is amended in its entirety to
read as follows:
2.2 The terms of this Agreement shall commence on the effective date of
this Agreement and shall continue until November 7, 2006, unless earlier
terminated as hereinafter provided. The period of Executive's employment
hereunder shall hereinafter be referred to as the "Employment Term".
3. Section 3 of the Employment Agreement is hereby amended in its entirety
to read as follows:
3. SALARY
Effective December 1, 2005, Executive shall receive a Base Salary
("Base Salary") at the rate of $200,000 per year, less applicable withholdings
and deductions, payable in accordance with the Company's regular payroll
practices for senior executives of the Company provided that for the purposes of
Section 8.4 of the Employment Agreement, Base Salary shall be deemed to be
$255,000.
4. Section 6 of the Employment Agreement is hereby amended in its entirety
to read as follows:
6. Termination Under Certain Conditions:
Except as otherwise provided in Section 8 hereof, in the event that
Executive's employment is terminated by the Company other than for "Cause" (as
hereinafter defined or Executive terminates his employment for "Good Reason" (as
hereinafter defined) prior to the end of the Employment Term, Executive shall be
Exhibit 10.8
entitled to receive in lieu of any and all other payments, a severance payment
in an aggregate amount equal to (1) Executive's yearly Base Salary in effect on
the date of his termination multiplied by 1.5 (i.e. for each $1.00 of Base
Salary Executive would receive $1.50) plus (2) an amount equal to the
Discretionary Bonus, if any, projected by the Board of Directors for the fiscal
year in which termination occurs (subject to the terms and conditions of Section
4), and, in the case of the Discretionary Bonus only, pro rated by a fraction,
the numerator of which shall be the actual number of days elapsed in the current
fiscal year and denominator of which shall be 365. If the Executive is employed
by the Company at the end of the Employment Term, then Executive shall be
entitled to receive in lieu of any and all other payments, a severance payment
in an aggregate amount equal to (1) Executive's yearly Base Salary in effect on
the date of his termination plus (2) an amount equal to the Discretionary Bonus,
if any, projected by the Board of Directors for the fiscal year in which
termination occurs (subject to the terms and conditions of Section 4), and, in
the case of the Discretionary Bonus only, pro rated by a fraction, the numerator
of which shall be the actual number of days elapsed in the current fiscal year
and denominator of which shall be 365. Any payment provided to Executive under
the terms of this Section 6 is referred to herein as a "Severance Payment". The
Severance Payment shall be payable to Executive in equal installments in
accordance with the Company's normal payroll practices as if Executive were
still employed by the Company over a period of eighteen (18) months if
termination is by the Company other than for Cause or by the Executive for Good
Reason or twelve (12) months otherwise. In addition to the Severance Payment,
Executive shall be entitled to receive all benefits set forth in Section 7.1 on
terms and conditions no less favorable to the Executive than those in effect
immediately prior to the Executive's termination during the period that the
Severance Payment is payable to him.
5. Section 9.1(i) of the Employment Agreement is hereby amended in its
entirety to read as follows:
(i) The assignment to Executive by the Company of duties inconsistent
with those of an Executive Vice President and Chief Operating Officer (including
status, titles, offices and lines of reporting), except in connection with the
termination of Executive's employment for Cause (in accordance with Section 10
hereof), disability (as defined in Section 10.2(c) below), or as a result of
Executive's death or termination by Executive other than for Good Reason;
6. All remaining terms of the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Executive has executed this Amendment and the
Company has caused this Amendment to be executed by a duly authorized officer
and to become effective as of the day and year first written above.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:
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Name: Xxxxxxx Xxxxxx
Title: President / CEO
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Xxxxxx Xxxxxxx
