AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to Executive Employment Agreement ("Amendment") is made and
entered into by and between Xxxxxx X. Xxxxxxxx ("Employee") and Imaging
Technologies Corporation (the "Company") on June 12, 1998.
1. Executive and Company are parties to an Executive Employment Agreement
("Agreement") entered into as of July 1, 1990 and amended as of February 25,
1994, January 22, 1997, and April 1, 1998.
2. In consideration of the mutual covenants and agreements set forth
below, Executive and the Company agree as follows:
(a) Executive resigns from his position as a Director of the Board of
the Company effective as of the date of this Amendment.
(b) Employee shall no longer be Executive Vice-President for
Strategic Business Affairs. Employee shall be employed as the Manager of
Business Development.
(c) COMPENSATION. Paragraph 3.1 of the Executive Employment Agreement
as amended is further amended to provide that for all services Employee may
render to the Company during the Term of this Agreement as amended, Employee
will be compensated as follows:
07-01-98/06-30-02 Years 9-12 - $188,750
Such annual salary shall be payable in equal bi-monthly installments, subject to
income tax, withholding and other payroll tax deductions required by applicable
state and federal law.
(d) TERMINATION WITHOUT CAUSE. Paragraph 5.6 of the Executive
Employment Agreement as amended is amended to provide that if the Company
terminates Employee's employment at-will, the Company shall nonetheless pay to
Employee his salary as provided in paragraph 2(c) of this Amendment, together
with any other compensation or benefits due hereunder, for the remainder of
the 12-year term; all in a lump sum within 72 hours after such termination, and
continue all his fringe benefits for the remainder of the 12-year term. The
parties further agree that in the event the Company terminates the Employee's
employment at-will, any of the Employee's unvested Warrants shall become
immediately vested and the Company shall cause these Warrants to be
registered if they have not been previously registered. At his option, the
Employee shall be able to
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use either a portion or the entire lump sum provided for in this paragraph
towards the purchase of these Warrants.
(e) INDEMNITY AND INSURANCE COVERAGE. The Company agrees to defend and
also agrees to indemnify, other than for punitive damages, Employee against any
claim, damage, debt, liability, action, cause of action, cost or expense,
including attorneys' fees and costs, actually paid or incurred arising out of or
in any way connected with Employee's acts or omissions arising out of Employee's
service as a Director, officer, or employee of the Company. Company shall
continue to include Employee as a named insured on the Company's insurance
policy or policies for Director's and Officer's coverage.
(f) WARRANTS. Executive shall have the Option, exercisable at any
time upon written notice to the Company, to require the Company to advance
compensation otherwise payable to Employee in an amount sufficient to fund
Employee's purchase of 315,000 shares of the Common Stock of the Company at the
current warrant price of $1.00 per share. Except as otherwise set forth in this
paragraph (f), the parties agree that nothing in this Amendment affects
Employee's rights as a shareholder of the Company, or affects any Warrants
previously awarded to the Employee. Company agrees that in exchange for the
Employee signing this Amendment, the Company will register all of the Employee's
Warrants that have not yet been registered. Company further acknowledges that
by signing this Amendment, Employee has completely satisfied his obligation to
the Company for the $30,000.00 owed by the Employee for warrants which he
previously exercised.
(g) The Company and Employee agree that any bonus that has been paid
to Employee as of the date of this Amendment shall be considered already earned
and shall not be subject to any future adjustment. The Chief Executive Officer
of the Company and the Company's Board of Directors shall decide in their sole
discretion whether to pay Employee any bonus in the future.
Date: June 12, 1998 "COMPANY":
IMAGING TECHNOLOGIES CORPORATION
By /s/ Xxxxx Xxxxx
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XXXXX XXXXX CEO
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(Printed Name and Title]
Dated: June 12 1998 "EMPLOYEE":
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
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