EXHIBIT 10.1
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SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
BY AND BETWEEN
PACIFIC BIOMETRICS INC. AND XXXXXX X. XXXX
This Second Amendment to Executive Employment Agreement ("Second
Amendment") is entered into by and between Pacific Biometrics, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxx ("Executive"). This Second
Amendment amends that certain Executive Employment Agreement dated June 1, 2005,
as amended August 30, 2006 by and between the Company and Executive (the
"Agreement"), on the terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
1. Compensation. Section 3A of the Agreement is revised to read as follows:
A. Executive shall be paid a base salary of $240,000 per year payable in
installments according to the company's regular payroll schedule.
2. Term and Termination. Section 5A of the Agreement is revised to read as
follows:
A. The term of this Agreement shall commence on July 1, 2006 and shall
continue to September 30, 2009. Thereafter, the Agreement shall be
renewed upon mutual agreement of Executive and the Company.
3. Restricted Stock Award. In connection with this Second Amendment, the Company
hereby awards to Executive 200,000 shares of restricted stock, which is granted
pursuant and subject to the terms of the Company's 2005 Stock Incentive Plan.
The restricted shares shall vest on the third anniversary of the grant date, and
are subject to forfeiture if Xx. Xxxx'x employment is terminated prior to the
vesting date.
4. No Other Amendments; Counterparts; Miscellaneous. Except as expressly
modified by this Second Amendment, all terms, conditions and provisions of the
Agreement shall continue in full force and effect as though set forth in full
herein, and shall apply to the construction of this Second Amendment. This
Second Amendment may not be modified or rescinded except in a writing signed by
the parties. This Second Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
EXECUTED by the parties hereto this 19th day of October, 2007.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Executive
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Director and Chairman, Compensation Committee
Pacific Biometrics, Inc. Board of Directors
