EXHIBIT 10.2
[CONVERSION TECHNOLOGIES LETTERHEAD]
VIA FACSIMILE
March 26, 1997
Xxxxxxx X. Xxx
President and Chief Executive Officer
Octagon, Inc.
000 X. Xxxxx Xxxx Xxxx.
Xxxxx 0000
Xxxxxxxxx Xxxxxxx, XX 00000
EMPLOYMENT AGREEMENT AMENDMENT
Dear Xxxx:
Reference is made to the Employment Agreement dated as of November 18, 1996 (as
amended by letter agreement dated February 10, 1997), between you and Conversion
Technologies International, Inc. (the "Company"), relating to your employment
with the Company upon consummation of the pending merger of Octagon, Inc. with
and into a subsidiary of the Company (the "Merger").
1. The parties agree that Section 2 of the Employment Agreement is hereby
amended by adding a Section 2(c), which shall read in its entirety as follows:
(c) GRANT OF OPTIONS Effective upon consummation of the Merger, the
Employee will receive non-qualified stock options to purchase 250,000
shares of the Company's Common Stock at an exercise price equal to the
closing price of the Common Stock in trading on the Nasdaq SmallCap Market
on the date of such consummation. Twenty percent (20%) of such options
will be immediately vested and 20% of such options will vest on each
anniversary of the date of grant, subject to the vesting and other
provisions to be set forth in a non-qualified stock option agreement to be
entered into by the parties.
2. This amendment shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to principles of conflicts
of laws.
3. Except as amended hereby, the Employment Agreement shall remain in full
force and effect.
XXXXXXX X. AMT MARCH 26, 1997
Please acknowledge your agreement with the foregoing by executing this amendment
where indicated below,
Sincerely,
CONVERSION TECHNOLOGIES ACKNOWLEDGED AND AGREED TO BY:
INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx Amt
------------------------ -----------------------------
Xxxxx X. Xxxxxx Xxxxxxx Amt
Vice President and General Counsel
