EXHIBIT 10.25
XXXXXXX TECHNOLOGY COMPANY, INC.
0 Xxxx Xxxxx Xxxx, Xxxxx 000 Tel: 000 000 0000
Xxxxxxx, XX 00000-0000 Fax: 000 000 0000
USA xxx.xxxxxxxxxxx.xxx
September 25, 2008
Mr. Xxxxx Xxxx
2-43-15-401 Xxx-xx-xxxxx
Xxxx-xx, Xxxxx
000-0000 Xxxxx
Dear Akira,
Pursuant to Paragraph 11 of the Strategic Advisory Agreement (the "Agreement")
between Xxxxxxx Technology Company, Inc. and you dated October 19, 2003, both
parties hereby mutually agree to modification of the Agreement as follows:
Paragraph 2 is amended so that the term of the Agreement shall not continue
indefinitely but shall terminate on September 30, 2010, provided, however, that
either party may terminate the Agreement prior to that date at any time, with or
without cause, by giving the other party 180 days notice in advance of
termination in accordance with the provisions of Paragraph 12 of the Agreement.
If BTI elects to terminate the Agreement without good and substantial cause
prior to September 30, 2010, BTI shall cause BJL to pay the Strategic Adviser a
cancellation fee equal to the total outstanding and unpaid amount of the
Retainer Fee that would have been payable had the Agreement remained in force
through September 30, 2010, along with any earned but unpaid Project Fees, as
defined in Paragraph 3 of the Agreement.
Paragraph 3 is amended to provide that, effective October 1, 2008, there shall
be a forty (40%) percent reduction in the annual retainer from the current Six
Million Seven Hundred and Twenty Thousand (JPY6,720,000) Japanese Yen to Four
Million Thirty-Two Thousand (JPY4,032,000) Japanese Yen. The parties agree that
there have been no adjustments for inflation to the annual retainer since the
Agreement was first signed. The parties retain the right to make such
adjustments in the future if the inflation rate in Japan is excessive. Paragraph
3 is further amended to provide that, effective October 1, 2008, there shall be
a corresponding forty (40%) percent reduction in the maximum daily service
requirements from forty-five (45) days per year to twenty-seven (27) days per
year. The remainder of Paragraph 3 shall remain as written except that
twenty-seven (27) days shall be inserted wherever forty-five (45) days were
used.
Paragraph 4(a) is amended to provide that, effective October 1, 2008, the
Strategic Adviser shall serve as a Senior Adviser and a Director of BJL for a
period of two (2) years, ending on September 30, 2010 or sooner if the Agreement
is terminated.
Xxxxxxx/Hara Amendment
September 25, 2008
Page 2
Paragraph 4(b) shall be deleted in its entirety. Paragraph 4(c) shall remain as
is but shall now become Paragraph 4(b). The forty-five (45) days referred to in
the last section of Paragraph 4 shall be twenty-seven (27) days, effective as of
October 1, 2008.
Notwithstanding the provisions of Paragraph 10, BTI hereby provides its written
consent to the Strategic Adviser assigning his IPR to his daughter, Xxxxxx Xxxx.
Attached to this Amendment is a listing of the IPR developed to date by the
Strategic Adviser pursuant to the Agreement. The parties further agree that BTI
shall retain its right of first refusal to license the IPR and all other rights
and obligations as enumerated in Appendix A to the Agreement. All other terms
and conditions set forth in Appendix A to the Agreement shall remain, and BTI
and the Strategic Adviser shall continue to be the Parties that will negotiate
the terms of any license agreement pertaining to the IPR developed by the
Strategic Adviser, unless the Strategic Adviser is unable for whatever reason to
do such negotiation, in which case BTI and Xxxxxx Xxxx shall be the parties that
negotiate the terms of any license agreement pertaining to the IPR.
Paragraph 12 is amended to update the address for Notices as follows:
If to BTI: Xxxxxxx Technology Company, Inc.
0 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000 XXX
Attn: Xxxx Xxxxxxxxxx, President and CEO
With a copy to:
Xxxxxxx Japan Limited
MS Shibaura Xxxxxxxx
0-00-00 Xxxxxxxx
Xxxxxx-xx, Xxxxx 000-0000 Japan
If to the Strategic Adviser:
Mr. Xxxxx Xxxx
2-43-15-401 Xxx-xx-xxxxx
Xxxx-xx, Xxxxx 000-0000 Xxxxx
Xxxxxxx/Hara Amendment
September 25, 2008
Page 3
All other sections of the Agreement, including Appendix A, shall remain in full
force and effect as originally agreed to.
XXXXXXX TECHNOLOGY COMPANY, INC. AGREED TO AND ACCEPTED:
By: /s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxxx Xxxx
Xxxx X. Xxxxxxxxxx Xxxxx Xxxx
Its President and CEO Strategic Adviser
