AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as December 31, 1996, between ZYGO CORPORATION,
a Delaware corporation with an office at ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇, residing at ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇").
W I T N E S S E T H:
WHEREAS, the Company and ▇▇▇▇▇▇ are parties to that certain Services
Agreement, dated as of August 26, 1993 (the "1993 Services Agreement"); and,
WHEREAS, the parties hereto desire to amend the 1993 Services Agreement, as
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 3 of the 1993 Services Agreement is hereby amended by deleting
the date "June 30, 1999" and substituting therefor the date "September 30,
1999".
2. Section 4(c) of the 1993 Services Agreement is hereby amended by
deleting subsections (iv) and (v) thereof in their entirety and substituting
therefor the following:
"(iv) During each of the fourth and fifth years of the Consulting
Period (i.e., July 1, 1997 through June 30, 1998 and July 1, 1998
through June 30, 1999), an amount equal to the sum of (x) 20% of
the Base Amount plus (y) $20,000 (as a Stipend); and
"(v) During the last three months of the Consulting Period (i.e., July
1, 1999 through September 30, 1999), an amount equal to 5% of the
Base Amount."
3. Section 9(b) of the 1993 Services Agreement is hereby amended by
deleting the last sentence of the first paragraph thereof in its entirety and
substituting therefor the following:
"Notwithstanding anything to the contrary contained herein, ▇▇▇▇▇▇ shall
not be required to render in excess of 32 hours, 24 hours, 16 hours, 8 hours, 8
hours and 8 hours per week (on the basis of a 45 week/year) of consulting
services hereunder
during the first, second, third, fourth, fifth and three-month period of the
sixth years, respectively, of the Consulting Period."
4. From and after the execution of this Amendment Agreement, all references
(x) in the 1993 Services Agreement to "this Agreement" and (y) in the
Non-Competition Agreement, dated as of August 26, 1993 (the "1993
Non-Competition Agreement"), between the Company and ▇▇▇▇▇▇, to "the Services
Agreement", shall refer to the 1993 Services Agreement as amended hereby.
5. Except as expressly amended hereby, all provisions of the 1993 Services
Agreement and 1993 Non-Competition Agreement are and shall remain in full force
and effect.
6. This Amendment Agreement shall be governed by the laws of the State of
Connecticut applicable to agreements made and to be performed therein and both
parties agree to submit to the jurisdiction of the laws of Connecticut.
7. This Amendment Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date and year first above written.
ZYGO CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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