Exhibit 10.3
EXTENSION AND MODIFICATION AGREEMENT
EXTENSION AND MODIFICATION AGREEMENT made this 12th day of March, 1998 by
and between VASOMEDICAL, INC., a Delaware corporation (hereinafter the
"Company") and XXXX X. X. XXX, an individual residing at 0 Xxxxxxx Xxxx, Xxxx
Xxxxxxxx, Xxx Xxxx 00000 (hereinafter "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into an Employment Agreement
dated February 1, 1995 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend said Employment
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph "3" of the Employment Agreement is hereby deleted in its
entirety, and in its place and stead shall be the following:
"3. Term. Subject to earlier termination on the terms and conditions
hereinafter provided, the term of the Agreement shall be for a three (3)
year period of employment commencing February 1, 1999 and ending January
31, 2002."
2. Paragraphs "4(a)" and "4(c)" of the Employment Agreement are hereby
deleted in their entirety and in their place and stead shall be the following:
"4 (a). Employee shall be paid a minimum per annum base salary equal
to the compensation currently received by Employee, such base salary to be
payable in equal periodic installments in accordance with the Company's
regular payroll procedures for its executive employees. Employee's per
annum base salary may be increased based upon merit and increased
responsibilities as determined by the Company's Board of Directors
consistent with its salary administration guidelines."
"4(c). The Company shall forthwith issue to Employee options to
purchase an aggregate of three hundred thousand (300,000) shares of the
Company's Common Stock at $1.90625 per share (the "Options"). The Options
shall be vested and exercisable at the rate of one hundred thousand
(100,000) shares annually commencing January 31, 2000; provided that the
Options shall vest only in the event Employee is a full-time employee of
the Company at the time of vesting. The time within which the Options may
be exercised shall be ten (10) years from the date of issuance."
3. Paragraph "6 (b)(ii) is hereby deleted in its entirety.
4. Paragraph "6(c)" of the Employment Agreement is hereby deleted in its
entirety and in its place and stead shall be the following:
"6(c). The severance benefits under this section shall consist of the
continued payment to Employee, for the balance of the term of this
Agreement, of the annual salary provided in Section 4(a) hereof plus the
immediate vesting of options held by Employee."
5. Paragraph "10" of the Employment Agreement is hereby deleted in its
entirety and in its place and stead shall be the following:
"10. Notice. Any notice to be given to the Company or Employee
hereunder shall be deemed given if delivered personally, telefaxed, or
mailed by certified or registered mail, postage prepaid, to the other party
hereto at the following addresses:
To the Company: Vasomedical, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
To Employee: Xxxx X. X. Xxx
0 Xxxxxxx Xxxx
Xxxx Xxxxxxxx, Xxx Xxxx 00000
6. Paragraph "14" shall be added to the Employment Agreement to be and read
as follows:
"14. Change of Control. In the event (a) the Company has been
consolidated or merged into or with any other corporation or all or
substantially all of the assets of the Company have been sold to another
corporation, with or without the consent of Employee, in his sole
discretion; or (b) the Company undergoes a Change of Control, as
hereinafter defined below; then
Employee is entitled to the following settlement benefits:
(i) a lump sum payment for the greater of (A) twelve (12) months of the
annual salary provided in Section 4(a) hereof or (B) the balance of compensation
for the term of this Employment Agreement; and
(ii) any and all stock options and warrants held by Employee shall become
immediately vested and exercisable; if
(A) Employee voluntarily and unilaterally resigns his position
with the Company within thirty (30) days of an event described in
Section 14(a) or (b) hereof; or
(B) Employee is given notice of termination directly as a result
of such Change in Control within six (6) months of an event described
in Section 14(a) or (b) hereof, or
(C) Employee's place of employment is moved beyond a one-hundred
mile radius from 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (or the
Company's then current business address) as a direct result of an
event described in Section 14(a) or (b) hereof.
A "Change of Control" of the Company, or in any person directly or
indirectly controlling the Company, shall mean:
(i) a change of control as such term is presently defined in
Regulation 240.12b-2 under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx
Xxx");
(ii) if during the Term of employment, any "person" (as such term
is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company
or any person who on the date of this Employment Agreement is a director or
officer of the Company, becomes the "beneficial owner" (as defined in Rule
13(d)-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% of the voting power of the Company's then outstanding
securities without the approval of the Board of Directors; or
(iii) if during the Term of employment, the individuals who at
the beginning of such period constitute the Board cease for any reason other
than death, disability or retirement to constitute at least a majority thereof."
7. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Extension and
Modification Agreement as of the day and year first written above.
VASOMEDICAL, INC.
By: /s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President and CEO
/s/ Xxxx X. X. Xxx
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Xxxx X. X. Xxx
Employee