Exhibit 10(V)
Amendment to Executive Agreement
Amendment No. 1 dated 1 March, 2006 ("this Amendment")to Executive Agreement of
13 September, 2004 ("the Agreement") between Clean Diesel Technologies, Inc.
(the "Company"), a Delaware corporation of 000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx XX 00000 and Xxxxxxxx Xxxxxxx (the "Executive") of Am Xxxxxxxxx 14,
D-65779 Kelkhein-Ruppertshain, Germany. The Paragraph references herein
correspond to those in the Agreement.
The parties agree that:
1. Employment Capacity. The title "President" is inserted before the title
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"Chief Executive Officer," in the first sentence of Paragraph 1 of the
Agreement.
2. Duties. The phrase "London, United Kingdom" is replaced by the phrase "at his
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home in Germany" in the first sentence of Paragraph 2 of the Agreement.
3. Term. The date "September 13, 2006" is replaced by the date "September 13,
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2008" in the first sentence of Paragraph 3 of the Agreement.
4 a. Basic Salary. The phrase "Euros Two Hundred Thousand (200,000 Euro) per
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annum" is replaced by the phrase "Euros One Hundred Seventy Thousand (170,000
Euro) per annum, effective January 1, 2006," in Paragraph 4 a.
4 b. Annual Bonus. The terms of Paragraph 4 b. of the Agreement are revoked in
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their entirety and replaced by the following text:
"For the year 2006 and thereafter, the Executive shall be entitled to
participate in the Annual Bonus Program established by the Board of
Directors for the respective year according to the terms and conditions of
such Program as agreed in writing by the Executive and the Company."
4. f. Stock. The terms of Paragraph 10 f. are revoked in their entirety and
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replaced by the following text:
"The Executive shall receive non-qualified stock option awards on the
Company's standard terms and conditions to acquire shares of the Company's
common stock at an exercise price equal to the fair market value of such
stock on the respective dates of closing or completion of Company debt or
equity financings, as follows:
(i) 50,000 shares, if on or before December 31, 2006 the Company shall
raise at least $5 Million; and
(ii) Up to an additional 50,000 shares, if on or before June 30, 2007 the
Company shall raise up to $10 million, inclusive of the amount of $5 million in
sub-paragraph (i) above), pro-rata at the rate of 10,000
shares per $1 million in excess of said $5 million."
10. c. At Will. The terms of Paragraph 10 c. of the Agreement are revoked in
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their entirety and replaced by the following text:
"Either party may terminate this Agreement at will and without cause. If
the Agreement is terminated by the Company without cause, the Executive
shall receive his Basic Salary for the greater of the remaining term of the
Agreement or six (6) months, but not after the Executive accepts a
comparable position with equivalent compensation.
Clean Diesel Technologies, Inc & Xxxxxxx Xxxxxxx, Amendment No. 1, p. 2.
During such period of Basic Salary continuation by the Company, such Basic
Salary shall be reduced by any salary the Executive earns from other
employment. If this Agreement is terminated by the Executive, he will, at
any time, give six (6) months advance notice and shall not be entitled to
any further compensation after such six (6) month notice period."
In all other respects the Agreement is confirmed and republished.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment
No. 1 to the Agreement of 19 September, 2004 on 1 March, 2006.
Clean Diesel Technologies, Inc.
/s/ Xxxxxxxx Xxxxxxx
