Exhibit 10(b)
September 21, 2005
AMENDMENT TO XXXX X XXXXX EMPLOYMENT AGREEMENT
WITH CATUITY INC. DATED APRIL 18, 2000
The Employment Agreement of Xxxx X Xxxxx dated April 18, 2000 with Catuity Inc.
("Agreement") is hereby amended, effective August 19, 2005 as follows. All terms
and conditions in the Employment Agreement and the amendment to the Employment
Agreement dated October 3, 2003 that have not been amended as part of this
Amendment shall remain in full force and effect.
Section 2 (a) Salary - Base salary is $170,000 per year effective January 1,
2005. Base salary is subject to annual review by the President & CEO.
Section 2 (b) Cash Bonus - A cash bonus of $25,000 will be granted subject to
the successful closing of the company's Australian capital raise of $A7MM. The
bonus is in recognition of the significant additional work undertaken by Xx.
Xxxxx in the past calendar year.
Section 2 (c) Stock Option and Restricted Stock Grant - Effective on the date
that this Amendment is signed by Xx. Xxxxx, 10,000 option shares will be awarded
that expire September 20, 2015, at a xxxxx xxxxx equal to the lower of the
closing price on NASDAQ on the day of signing or the 30 day average closing
price as of the date of signing. The 10,000 options will vest over two years,
50% at the first anniversary of the date of signing and 50% at the second
anniversary of the date of signing.
In addition, on the date Xx. Xxxxx signs this Amendment, 20,000 shares of
restricted stock will be awarded to Xx. Xxxxx. His first 6,667 restricted shares
will vest when the 30 day average closing price on is NASDAQ exceeds the capital
raise price by a factor of 2 times (e.g. if the capital raise price is $7.50,
the restriction lifts when the share price reaches $15). An additional 6,667
restricted shares will vest when the 30 day average closing price on NASDAQ
exceeds 2.75 times of the capital raise price ($20.625). An additional, 6,666
restricted shares will vest when the 30 day average closing price on NASDAQ
exceeds 3.50 times the capital raise price ($26.25). In the event Xx. Xxxxx
voluntarily resigns or his employment is terminated by the Company for cause,
all unvested restricted shares will be forfeited. However, the restricted shares
will vest upon a change of control where the stock price on the last day of
trading prior to the takeover is over US $10.00 and where executive loses his
position.
Additionally, Xx. Xxxxx will be eligible for a 2006 bonus plan where if the
company achieves positive EBITDA including the effect of bonuses, he will
receive a restricted share bonus equal to 25% of salary. These shares will be
granted based on the 30 day average closing price on NASDAQ for the last 30
trading days of 2006. The restrictions on these shares will lapse in one year.
If the company has at least nine months operating positive cash flow at the time
of the award, Xx. Xxxxx'x may elect to receive 1/2 of the bonus amount ($21,250)
in cash and reduce the restricted shares proportionally.
Xx. Xxxxx will be eligible to exchange his existing option shares in the May
2005 special option exchange approved by the Board for all employees.
In the event Xx. Xxxxx voluntarily resigns, retires, or his employment with
Catuity is terminated by the Company (as defined in Section 3 of the Agreement)
during the term of this Amendment, all vested options held as of the termination
date will expire six (6) months following the date of termination. If Xx.
Xxxxx'x employment terminates due to death or incapacity due to disability (as
defined in Section 3 (c) of the Agreement) during the term of this Amendment,
his vested options will expire one (1) year from the date of termination. Any
unvested options held as of the date of termination expire immediately without
regard to the reason for termination.
Section 3 Term and Termination - The term of Xx. Xxxxx'x Employment Agreement,
as amended by this Amendment, will be extended to July 1, 2007.
Signed: /s/ Xxxxxx X. (Xxxx) Xxxxxx Signed: /s/ Xxxx X. Xxxxx
----------------------------- --------------------------------
Xxxxxx X. Xxxx Xxxxxx Xxxx X. Xxxxx
President & CEO CFO
Date Signed: September 30, 2005 Date Signed: September 28, 2005
