Supplemental Agreement
This Agreement is entered into this 28th day of February, 2001, by and
between DCI, Inc. ("Corporation") and Xxxx Xxxxxxxx ("Employee").
WHEREAS, Corporation and Employee have heretofore entered into a certain
Employment Agreement pursuant to which Employee is entitled to a specified
salary for services rendered on behalf of Corporation; and
WHEREAS, in lieu of cash compensation payable to Employee pursuant to said
Employment Agreement, the parties desire that Employee shall receive a specified
number of shares of Corporation's common stock, $.01 par value ("Common Stock"),
as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other valuable consideration the receipt of which is hereby acknowledged,
the parties agree as follows:
1. As soon as administratively practicable following the date hereof,
Corporation shall issue for the benefit of Employee 16,667 shares of Common
Stock. The parties agree that the issuance of such shares shall be a substitute
for the first $25,000.00 of salary otherwise payable (after all applicable
withholding and other payroll deductions) to Employee for services rendered on
and after February 11, 2001. In the event Employee's employment with Corporation
is terminated prior to the date Employee has completed the services giving rise
to the payment hereunder, Employee agrees that he shall repay to Corporation an
amount, in cash or shares of Common Stock, equal to the difference between
$25,000.00 and Employee's net salary for the period commencing February 11, 2001
and ending on his date of termination.
2. Employee acknowledges that Corporation will withhold all applicable
employment tax and other withholding obligations imposed in connection with the
issuance of Common Stock hereunder, and Employee authorizes Corporation or its
affiliates to make any withholding for taxes which Corporation or such
affiliates deems necessary or proper in connection therewith.
3. Employee and Corporation agree that this Agreement supplements the
Employment Agreement by and between such parties and, except as set forth
herein, does not affect the rights, duties and obligations of the parties under
said Employment Agreement.
4. The rights and obligations of Corporation under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
Corporation. Employee may not assign any of her rights or delegate any of his
duties or obligations under this Agreement without Corporation's express written
consent.
5. In the event any term or provision hereof shall be determined by a
court of competent jurisdiction or arbitrator to be unenforceable, the remainder
hereof shall survive and the unenforceable provision shall be reformed to form
an enforceable provision consistent with the intent of the parties as evidenced
in this Agreement.
6. This Agreement and all disputes arising hereunder shall be subject to,
governed by and construed in accordance with the laws of the State of Kansas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
DSI, Inc. ("Corporation")
By:___________________________
"Employee"
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