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EXHIBIT 10.58
January 19, 2000
Xx. Xxxxx X. Xxxx
Lithium Technology Corporation
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000-0000
Dear Xx. Xxxx:
Reference is made to your Employment Agreement dated July 24, 1996,
as amended and extended (the "Employment Agreement"), with Lithium Technology
Corporation (the "Company"). For good and valuable consideration and in order to
induce the parties to enter into the Merger Agreement, dated as of January 19,
2000, between Pacific Lithium Limited ("PLL") and the Company (the "Merger
Agreement"), you understand and acknowledge that, as contemplated by the Merger
Agreement, you will be offered employment by PLL pursuant to the terms of the
Employment Agreement in the form attached as Exhibit B to the Merger Agreement
(the "PLL Employment Agreement") if and when the Closing Date of the Merger
shall occur, and you hereby acknowledge and agree that from and after the
execution of the Merger Agreement, the Employment Agreement shall be amended as
follows for the benefit of the Company and PLL. This agreement may be executed
in multiple counterparts; each shall be an original; and all together shall
constitute the same instrument.
1. In the event that your employment under the Employment Agreement
is terminated by the Company at the request of PLL (other than pursuant to
Sections 5(a) or (b) thereof) prior to the Closing under the Merger Agreement or
prior to the time the shareholders of the Company shall have voted to disapprove
the Merger Agreement, then you shall be entitled to receive, and the Company
shall pay to you, (a) an amount equal to six month's salary at the then current
annual rate under the Employment Agreement payable in one lump sum within 30
days after such termination, and (b) the Options to be allocated to you pursuant
to Section 7.5 of the Merger Agreement, which shall vest in accordance with
Section 7.5 of the Merger Agreement as if such termination had not occurred (and
the Employment Agreement is hereby superseded to the extent of any inconsistency
herewith).
2. With regard to any payments under the Employment Agreement that
are payable as a result of any change in control of the Company, (a) you agree
that for a period of 60 days from and after the execution of the Merger
Agreement, you will not resign from your employment with the Company and (b)
thereafter in the event of the termination of your employment with the Company
resulting from your resignation, you will be paid, at your election by giving
notice to the Company within 15 days after such resignation, either (i) six
month's salary at the then current annual rate under the Employment Agreement
payable in one
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lump sum within 30 days after such termination or (ii) in lieu
thereof, 50 percent of the Options to be allocated to you pursuant to Section
7.5 of the Merger Agreement, and upon such election, such Options shall vest in
accordance with Section 7.5 of the Merger Agreement as if such termination had
not occurred (and the Employment Agreement is hereby superseded to the extent of
any inconsistency herewith).
3. Upon the execution of the PLL Employment Agreement by you and
PLL, the PLL Employment Agreement will supersede in its entirety the Employment
Agreement, and the Employment Agreement shall thereupon be terminated and have
no further force or effect as of the Closing under the Merger Agreement.
4. Except as set forth above, you hereby release the Company and PLL
from any and all claims for any severance or post-termination payments under the
Employment Agreement.
Defined terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Merger Agreement.
LITHIUM TECHNOLOGY PACIFIC LITHIUM LIMITED
CORPORATION
By:__________________________ By:_______________________
Name: Name:
Title: Title:
Accepted and agreed:
___________________________
Xxxxx X. Xxxx
