Exhibit 10.12
ADDENDUM 5 TO THE SIMON EMPLOYMENT AGREEMENT OF 8-01-02
The following are amendments to the ▇▇▇▇▇ ▇▇▇▇▇ Employment Agreement
with SCHIMATIC Cash Transactions ▇▇▇▇▇▇▇.▇▇▇, Inc. dba Smart Chip Technologies
("Company", "SCTN" or "Employer") effective 8-01-02 as amended by Addendums on
7-28-03, 5-05-2004, July 7, 2004, and November 12, 2004.
This Addendum to the employment agreement is to be effective as of July
1, 2004.
For the purpose of cleaning up the "financial and stock overhang" of
the Company, as dictated by the Board of Directors, the Company and Simon agreed
to certain amendments, some of which have since been determined by the Board to
be detrimental to the Company from a tax standpoint. Therefore, in the best
interest of the Company, the following has been agreed to by Simon and approved
by the Board:
1. Simon will return the Performance Bonus of 3,000,000 shares
granted him as part of the settlement of July 7, 2004.
2. The bonus of the 12 million shares to ▇▇▇▇▇ ▇▇▇▇▇ will be
reversed, and revert to the original Employment Agreement as
modified by subsequent Addendums.
3. The elimination of the clauses for Simon allowing conversion
of back payroll to stock will be reversed, and revert to the
original Employment Agreement with Addendums. Item 1 in
Addendums 4 to the Simon Employment Agreement will be
reversed, and the salary levels agreed to will remain in
effect until the Company's cash flow allows them to be paid at
fair market value salaries, as approved by the Board.
4. The bonus to Simon to pay off his non-recourse note as
referenced in Addendum 3 dated 7/7/2004, item 3.e, will be
deferred until Simon requests that the bonus take effect.
5. All changes reversed will be treated for accounting purposes
as if they had never occurred.
I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, I UNDERSTAND ITS TERMS, AND AGREE TO
BE BOUND BY ALL OF ITS TERMS. I ALSO UNDERSTAND I HAVE THE RIGHT TO HAVE THIS
AGREEMENT REVIEWED BY INDEPENDENT COUNSEL.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on December
18, 2004.
Employer: Employee:
SCTN ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Director ▇▇▇▇▇ ▇▇▇▇▇
