EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 5th day of January,
2006, is entered into by and between Collexis BV, a Netherlands company ("BV");
Collexis, Inc., a Delaware corporation (the "Company")(together BV and Company
shall be referred to hereinafter to "Collexis"), and Xxxxxxx Xxxxxxxx
("Executive").
In consideration of the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties agree as follows:
1. TERM OF EMPLOYMENT. Collexis hereby agrees to employ Executive with
the Company, and Executive hereby accepts employment with the Company, upon the
terms set forth in this Agreement, for the period commencing on the earlier of
January 15th, 2006 or the date when employment contract with IBM terminates.
(the "Hire Date") and ending upon the earlier of:
1.1 EXPIRATION DATE. That date which coincides with the
third (3rd) anniversary of the Hire Date (the "Expiration Date")(the
period from the Hire Date through and including the Expiration Date shall
be referred to as the "Initial Term"); provided, however, that the Initial
Term of this Agreement shall automatically renew for a twelve (12)
consecutive month period thereafter on the same terms and conditions
hereof and without any further act on the part of either party (the
"Renewal Term"), unless either party gives the other written notice of his
or its intent to not renew (the "Notice of Nonrenewal") this Agreement at
least one hundred and eighty (180) days prior to the end of the Initial
Term or any Renewal Term (as the case may be); provided, further, that in
no event may Collexis provide any such Notice of Nonrenewal without the
prior written consent of BV's Board of Directors (the "BV Board").
1.2 TERMINATION DATE. The Termination Date (as such phrase
is defined in Section 5 of this Agreement) (the "Employment Period").
2. TITLE; CAPACITY. The Company will employ Executive, and Executive
agrees to be employed by the Company as its Chief Executive Officer and
President to perform the duties and responsibilities inherent in such position
and such other duties and responsibilities as the Company Board shall from time
to time assign to him, including, but not limited to, responsibility for all
operating and nonoperating functions of the Company; all of which functions
shall report directly or indirectly to him. Executive shall report directly to
the Company Board and shall be subject to the supervision of, and shall have
such authority as is delegated to him by the Company Board, which authority
shall be sufficient to perform his duties hereunder. Executive shall devote his
full business time and best efforts in the performance of the foregoing
services, provided that he may accept other board memberships or other
charitable organizations that are not in conflict with his primary
responsibilities and obligations to the Company.
3. MEMBER OF THE BOARD OF COLLEXIS B.V. As a condition to Executive's
obligations under this Agreement, Executive shall be elected to the BV Board and
Company Board to serve a term or series of successive terms that shall run
coterminous with the Employment Period. Without Executive's prior written
consent, the number of seats on the Company Board shall not be increased above 2
members. The initial Company Board shall consist of two (2) members; The
Executive and BV Board designee Xxxxx xxx Xxxxx. All issues coming before the
Company Board relating to the Executive, including, without limitation, all
issues or questions relating to this Agreement and limits of Executive's
authority as set forth in Exhibit A to this Agreement, shall be resolved by the
BV Board designee.
4. COMPENSATION AND BENEFITS.
4.1 SALARY. The Company shall pay Executive an annual base
salary of $250,000, less applicable payroll withholdings, which shall be
payable in accordance with the Company's customary payroll practices.
4.2 INCENTIVE BONUS. Executive shall be paid within 30 days
following the last day of each calendar year (the "Yearly Determination
Date") a cash payment based on an annual bonus in the amount of up to
$100,000 (the "'06 Bonus"), less applicable payroll withholdings, provided
that Executive achieves 120% of the goals outlined in the 2006 incentive
plan attached as "Exhibit B : Budget Collexis Inc 2006" hereto and made a
part hereof (the "'06 Plan"). However, if 120% of the goals are achieved
prior to the end of the year, Executive shall be paid within 30 days
following the month of achievement and each month teherafter in case of
increased achievement. Each year thereafter during the Employment Period,
Executive and Company the Company is the party to the Agreement acting
through its board, shall agree upon mutually agreeable criteria for an
incentive bonus and incentive plan against which any such bonuses shall be
determined; provided, however, that in no event shall any such incentive
bonus arrangement be less than the '06 Bonus. The bonus criteria should be
equal to the greater of last year's criteria, increased with any deficit
from the previous year stated goals, or 120% of last year's performance .
An yearly additional extra bonus will be paid of 25,000 USD at every
additional 20% over achievement exceeding the 120%. See Exhibit C;
"Collexis Inc target and commision plan 2006" Needs to be updated each
year for new criteria and scaled.
4.3 EQUITY-BASED INCENTIVES.
(a) Founder's Shares. In addition to any and all other
compensation described under this Agreement, Executive's obligations under this
Agreement shall be subject to and conditioned upon the following:
(i) BV and Executive entering into an agreement (the
"Founder's Agreement") that shall provide for, inter alia, the following:
(A) the issuance to Executive of 217,000 shares of BV common stock (the
"BV Stock") at a purchase
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price equal to the Fair Market Value of such shares as shall be determined
as soon as reasonably practical, but in no event later than [_60__] days
following the Effective Date hereof (the "Purchase Price") . For purposes
of this Agreement, the phrase "Fair Market Value" shall mean the price per
share of BV common stock determined as of December 31st, 2005, by A SEC
approved accountancy firm (B) The option on the part of BV to repurchase
each such share (the "Repurchase Option") for an amount equal to the
original purchase price thereof; which Repurchase Option shall lapse with
respect to (1) [18,083.33] shares of BV Stock as of and coincident with
the Quarterly Determination Date if as of such date Executive's employment
under this Agreement shall not have been terminated; or (2) all shares of
BV Stock to which such option has not otherwise lapsed as of and
coincident with the Termination Date if any such termination of this
Agreement is effectuated under Section 5 by Company without Cause, by
Executive for Good Reason or on account of Executive's death or
disability; (C) the Purchase Price may be paid in cash or over time
pursuant to a promissory note bearing a rate of simple interest equal to
[to be defined within 30 days after Hire Date] percent plus the prime rate
as set from time to time by [to be defined within 30 days after Hire Date]
Bank This should be the minimum interest rate required by IRS regulations
to avoid imputed interest. (D) and such other terms and condition as they
shall each agree within 30 days after Hire Date.
The abovementioned promissory note is to be non-recourse to Executive and
secured by the shares.
(ii) BV and each of Executive's management team, up to
[4] individuals, none of them being Executive, who are to be subsequently
designated by Executive (the "Management Team"), entering into a Founder's
Agreement providing for the issuance of [283,00 shares of BV Stock (the
[]217,000 shares referenced under clause (i) above and the []283,000
shares shall together be referred to as the "Founder's Shares"), with such
total amount being allocated to each individual as any be determined by
Executive, and such other terms and conditions as are substantially
similar to those contained in Executive's Founder's Agreement or as may be
otherwise negotiated by Executive.
(b) Stock Options. In lieu of the Founder's Shares,
Executive shall have the right to request BV issue to himself and his Management
Team an option to purchase that number of shares of BV Stock as they each would
have been entitled to purchase had Executive chosen to accept the Founder's
Shares under 4.3(a) above (the "Options"). Should Executive elect to take
Options in lieu of Founder's Shares, then Executive's obligations under this
Agreement shall be conditioned upon Executive and each member of his Management
Team being issued an Agreement (the "Option Agreement') providing for, inter
alia, the following: (i) the Options having a strike price equal to the Purchase
Price; (ii) the vesting of such Options based on a schedule that results in the
vesting of a pro rata amount of such Options with each the Quarterly
Determination Date during the Employment Period if Executive or member of the
Management Team with respect to whom such determination is being made remains
employed as of the date thereof; (iii) the Options shall be exercisable by
Executives for a period of [3] years following the later of the Execution Date
or Termination
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Date; and (iv) such other terms and condition as are substantially similar to
option agreements previously issued to BV employees. Within 60 days after Hire
Date Executive and Company should decide whether to make use of paragraph 4.3a
or 4.3b. In the latter an option Agreement should be designed, signed and
attached to the Agreement, also within 60 days after Hire Date. In both
scenario's the rules and regulation of the Articles of Association of Company
should be followed.
(c) Additional Executive Equity. In addition to the
Founder's Shares, BV shall issue to Executive 75,000 shares of BV Stock over the
3 year period of this contract. 25,000 shares a year depending on yearly target
achievment. These shares should also be purchased at the same price and on the
same payment terms as mentioned under paragraph 4.3 a and b, and with a
repurchase option based on the non-achievement of targets.
4.4 FRINGE BENEFITS. Executive shall be entitled to
participate in all bonus and benefit programs that the Company establishes
and makes available to its executive employees, including health care
plans and life insurance plans. Executive shall also be entitled to take
fully paid vacation of 21 days and 7 sick days per calendar year all to be
taken in accordance with Company policy and consistent with the needs of
the business.
4.5 EXPENSES. Company shall, upon receipt from Executive of
supporting receipts to the extent required by applicable income tax
regulations and Company's reimbursement policies, reimburse Executive for
all out-of-pocket business expenses reasonably incurred by Executive in
connection with his employment hereunder.
5. TERMINATION OF EMPLOYMENT PERIOD. The Employment Period shall
terminate as of and coincident with the date on which any of the following
events shall first occur (the "Termination Date"):
5.1 MUTUAL AGREEMENT. Upon execution of any written
Agreement by the parties pursuant to which this Agreement is terminated.
5.2 TERMINATION FOR CAUSE. At the election of the Company,
for Cause upon written notice by the Company to Executive. For the
purposes of this Agreement, "Cause" for termination shall be deemed to
exist upon the occurrence of any of the following:
(a) Any act or omission constituting gross negligence or
gross misconduct that results in the material diminution in value of Collexis,
which is not cured by Executive within 30 days following written notice thereof;
(b) Executive's conviction or entry of nolo contendere to
any felony or crime involving moral turpitude, fraud or embezzlement; or
(c) Executive's material breach of this Agreement,
including, but not limited to, Sections 7.1 or 7.2, which, if curable, has not
been cured by Executive within 10 days after he shall have received written
notice from the Company stating with reasonable specificity the nature of such
breach.
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5.3 VOLUNTARY TERMINATION BY THE COMPANY. At the election of
the Company, without cause, at any time upon 30 days prior written notice
by the Company to Executive.
5.4 DEATH OR DISABILITY. Thirty (30) days after the death or
determination of disability of Executive. As used in this Agreement, the
determination of "disability" shall occur when Executive, due to a
physical or mental disability, for a period of 90 consecutive days, or 180
days in the aggregate whether or not consecutive, during any 360-day
period, is unable to perform the services contemplated under this
Agreement. A determination of disability shall be made by a physician
satisfactory to both Executive and the Company, provided that if Executive
and the Company do not agree on a physician, Executive and the Company
shall each select a physician and these two together shall select a third
physician, whose determination as to disability shall be binding on all
parties.
5.5 TERMINATION BY EXECUTIVE FOR GOOD REASON. At the
election of Executive for Good Reason. A "Good Reason" shall occur only
if:
(a) Executive is required to relocate more than fifty (50) miles
from his Residence;
(b) Company's Principal Office is relocated via board or
shareholder mandate by more than fifty (50) miles from
Executive's Residence;
(c) Either Executive's compensation or benefits as described under
this Agreement is reduced, discontinued or otherwise adversely
affected;
(d) Executive is required to report to any entity or person other
than the Company Board;
(e) Executive's duties are diminished, suspended or otherwise
adversely affected for any period of time; or
(f) Company fails to perform timely any of its obligations under
or otherwise engages in any other act or omission in breach of
this Agreement and fails to cure the same within thirty (30)
days following written notice thereof.
(g) Failure of any successor to the Company (whether direct or
indirect and whether by merger, acquisition, consolidation or
otherwise) to assume in a writing delivered to you upon the
assignee becoming such, the obligations of the Company
hereunder
Prior to invoking a "Good Reason" termination, Executive must first notify the
Company of the grounds for the "Good Reason" termination and permit the Company,
within ten (10) days after receipt of such notice, an opportunity to cure.
5.6 VOLUNTARY TERMINATION BY EXECUTIVE. At the election of
Executive upon not less than 30 days prior written notice by him to the
Company.
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6. EFFECT OF TERMINATION.
6.1 TERMINATION FOR CAUSE OR AT THE ELECTION OF EXECUTIVE.
In the event that Executive's employment is terminated by mutual agreement
under Section 5.1, for Cause pursuant to Section 5.2 or at the election of
Executive pursuant to Section 5.6, the Company shall have no further
obligations under this Agreement other than to pay to Executive the
compensation and benefits, including, without limitation, accrued annual
salary, incentive bonuses and equity based incentives and payment for
accrued but untaken vacation days, otherwise accrued to him under Section
4 through the Termination Date.
6.2 VOLUNTARY TERMINATION BY THE COMPANY OR BY EXECUTIVE FOR
GOOD REASON. In the event that Executive's employment is terminated
pursuant to Section 5.3 or at the election of Executive pursuant to
Section 5.5, the Company shall continue to pay to Executive the following
(the "Severance Payments"): his annual base salary as determined on the
Termination Date, plus any accrued but unpaid incentive bonuses and equity
based incentives, on a regular payroll basis then in effect for the lesser
of (a) two (2) years after the Termination Date or (b) the balance of the
Employment Period in the manner set forth in Section 4.1, payment for
accrued but untaken vacation days, and a continuation of benefits, to the
extent such benefits may be continued pursuant to each individual
governing benefit plan. Notwithstanding the foregoing, the Company shall
not be required to provide any health care, disability or life insurance
benefit otherwise received by Executive pursuant to this Section 6.2 if
Executive is actually covered by an equivalent benefit (at the same cost
to Executive, if any) from another employer during which continuing
benefits are provided pursuant to this Section 6.2. Any such benefit made
available to Executive shall be reported to the Company. No payments shall
be made to Executive under this Section unless Executive first signs a
release of claims in a form reasonably satisfactory to the Company, and
Executive observes his post-employment obligations as set forth in Section
7 below. Notwithstanding any provision in this Agreement to the contrary,
if Executive elects to continue health coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Company will pay
Executive's COBRA premiums in an amount sufficient to maintain the level
of health benefits in effect on Executive's last day of employment
(hereinafter "Benefit Continuation"), until the earlier of (a) the end of
the COBRA coverage period, (b) the termination of any period in which
Executive receives the Severance Payments under this Section, or (c) the
date Executive receives comparable benefits from any other source,
whichever occurs first. Nothing contained herein shall interfere with
Executive's right to continue his continuation coverage under COBRA.
6.3 TERMINATION FOR DEATH OR DISABILITY. In the event that
Executive's employment is terminated by death or because of disability
pursuant to Section 5.4, the Company shall pay to Executive's estate or to
Executive, as the case may be, compensation including, without limitation,
accrued annual salary, incentive bonuses and equity-based incentives,
which would otherwise be payable to him under Section 4.1 of this
Agreement through the end of the month in which such termination occurs,
and payment for any accrued but untaken vacation days. Executive or his
estate shall also be eligible to receive any benefits which he or it are
entitled to receive under the various Company fringe benefit plans for the
six months following Executive's death or disability.
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6.4 In the event this Agreement is terminated prior to its
Expiration Date, under circumstances requiring Company to pay severance to
Executive, Executive shall promptly and diligently use reasonable efforts
to secure other employment consistent with Executive's skills and
experience, If Executive secures other employment during the Severance
Period, the amount received by him for his services as an employee shall
be set off against the Severance Payments on a dollar-for-dollar basis as
and when received.
6.5 Attorney's Fees. Executive shall be entitled to an award
of expenses equal to actually incurred expenses and actually incurred
attorneys' fees and court costs should he be required to enforce any term
or provision of this Section 6 in a court action and prevail in a final
and non-appealable judgement.
7. NONDISCLOSURE AND NONCOMPETITION.
7.1 PROPRIETARY INFORMATION.
(a) Executive agrees that all information and know-how,
whether or not in writing, of a private, secret or confidential nature
concerning the Company's business or financial affairs (collectively,
"Proprietary Information") is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary Information may
include inventions, products, processes, methods, techniques, formulas,
compositions, compounds, projects, developments, plans, research data, clinical
data, financial data, personnel data, computer programs, and customer and
supplier lists. Except as otherwise related to the performance of his
obligations under this Agreement, Executive will not disclose any Proprietary
Information to others outside the Company or use the same for any unauthorized
purposes without written approval by an officer of the Company, either during or
after his employment, unless and until such Proprietary Information has become
public knowledge without fault by Executive.
(b) Executive agrees that all files, letters, memoranda,
reports, records, data, sketches, drawings, laboratory notebooks, program
listings, or other written, photographic, or other tangible material containing
Proprietary Information, whether created by Executive or others for or on behalf
of Company, which shall come into his custody or possession, shall be and are
the exclusive property of the Company to be used by Executive only in the
performance of his duties for the Company.
(c) Executive agrees that his obligation not to disclose or
use information, know-how and records of the types set forth in paragraphs (a)
and (b) above, also extends to such types of information, know-how, records and
tangible property of subsidiaries and joint ventures of the Company, customers
of the Company or suppliers to the Company or other third parties who may have
disclosed or entrusted the same to the Company or to Executive in the course of
the Company's business.
7.2 NONCOMPETITION AND NONSOLICITATION.
(a) During the Employment Period and for a period of one (1)
year after the termination of Executive's employment with the Company for any
reason, Executive will not directly or indirectly, absent the Company's prior
written approval, render services of a
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business (directly or indirectly related to one of the top ten companies as
appeared in the most recent general accepted competitor analysis report prior to
the termination date or business with a strong focus on "searching" and/or
"knowledge discovery"), professional or commercial nature to any other person or
entity that, in the same geographical area where the Company does business at
the time this covenant is in effect (or where the Company intends to do
business), whether such services are for compensation or otherwise, whether
alone or in conjunction with others, as an employee, as a partner, or as a
shareholder (other than as the holder of not more than one percent of the
combined voting power of the outstanding stock of a public company), officer or
director of any corporation or other business entity, or as a trustee, fiduciary
or in any other similar representative capacity.
(b) During the Employment Period and for a period of one (1)
year after the termination of Executive's employment for any reason, Executive
will not, directly or indirectly, recruit, solicit or induce, or attempt to
recruit, solicit or induce any employee or employees of the Company to terminate
their employment with, or otherwise cease their relationship with, the Company.
(c) During the Employment Period and for a period of one (1)
year after termination of Executive's employment for any reason, Executive will
not, directly or indirectly, solicit, divert or take away, or attempt to
solicit, divert or take away, the business or patronage of any of the clients,
customers or accounts, or prospective clients, customers or accounts, of the
Company which were directly or indirectly contacted, solicited or served by
Executive while employed by the Company.
7.3 If any restriction set forth in this Section 7 is found
by any court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to
extend only over the maximum period of time, range of activities or
geographic area as to which it may be enforceable.
7.4 The restrictions contained in this Section 7 are
necessary for the protection of the business and goodwill of the Company
and are considered by Executive to be reasonable for such purpose.
Executive agrees that any breach of this Section 7 will cause the Company
substantial and irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be available, the
Company shall have the right to seek specific performance and injunctive
relief.
Within 30 days after Hire Date a standard form confidentiality agreement
for Executive and employees and assignment of inventions conceived by
Executive and employees during the term of employment should be attached
to the Agreement and signed by Executive and Company.
7.5 OTHER AGREEMENTS. From and after the Hire Date,
Executive represents that his performance of all the terms of this
Agreement as an employee of the Company does not and will not breach any
(i) agreement to keep in confidence proprietary information, knowledge or
data acquired by him in confidence or in trust prior to his
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employment with the Company or (ii) agreement to refrain from competing,
directly or indirectly, with the business of any previous employer or any
other party or (iii) otherwise breach or violate the terms of any other
agreement to which Executive is a party or bound by.
8. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed effective upon (a) personal delivery, or
(b) deposit in the United States Post Office, by registered or certified mail,
postage prepaid, or (c) by facsimile transmission at the address of record of
Executive or the Company, or at such other place as may from time to time be
designated by either party in writing.
9. ENTIRE AGREEMENT. This Agreement, and those documents referenced
herein, constitute the entire agreement between the parties and supersedes all
prior agreements and understandings, whether written or oral relating to the
subject matter of this Agreement.
10. AMENDMENT. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Executive.
11. GOVERNING LAW AND JURISDICTION. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of South
Carolina. The parties hereby consent to the personal jurisdiction and venue of
any court physically located within the County of Richland, South Carolina in
connection with any legal or equitable action between the parties arising out of
or in connection with this Agreement.
11.1 ASSUMPTION BY SUCCESSORS. Any successor of the Company
shall succeed to all of the Company's duties, obligations, rights and
benefits hereunder. The obligations of Executive are personal and shall
not be assigned by him.
12. MISCELLANEOUS.
12.1 NO WAIVER. No delay or omission by the Company in
exercising any right under this Agreement shall operate as a waiver of
that or any other right. A waiver or consent given by the Company on any
one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.
12.2 SEVERABILITY. In case any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity,
legality and enforceability of the remaining provisions shall in no way be
affected or impaired thereby.
13. JURY WAIVER. Executive and the Company each waive any right to a
jury trial in any action arising out of or relating to a breach or alleged
breach of this Agreement.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.
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15. Finalization of Certain Terms. Any terms of this Agreement which
contemplate future agreement between the parties or decisions by the
parties shall be made in good faith consistent with the overall substance
and intent of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
/s/XXXXXXX XXXXXXXX
-----------------------------------
Xxxxxxx Xxxxxxxx
Collexis, Inc.
/s/XXXXX XXX XXXXX
-----------------------------------
Xxxxx xxx Xxxxx
Exhibit A: Level of Authorities
Exhibit B: Budget Collexis Inc 2006
Exhibit C: Collexis Inc target and commision plan 2006
Exhibit D: Inc, direct sales model
Exhibit E: Inc, indirect sales model
Exhibit F: Collexis Legal Structure 2006
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the "Amendment") is
entered into as of the 12th day of February 2007, by and among Collexis, BV, a
Netherlands company ("BV"), Collexis, Inc., a Delaware corporation (the
"Company"), and Xxxxxxx Xxxxxxxx ("Executive"). Except as otherwise provided in
this Amendment, all capitalized terms and phrases used in this Amendment shall
have the meaning ascribed thereto in the Employment Agreement.
W I T N E S S T H :
WHEREAS, BV, Company and Executive entered into that certain Employment
Agreement, dated January 5, 2006 (the "Employment Agreement"), which provides
for the employment of Executive by Company as Chief Executive Officer and
President of BV;
WHEREAS, pursuant to the Employment Agreement and subject to a yearly
target achievement, BV agreed to issue to Executive the right to purchase up to
75,000 shares of BV common stock (the "Incentive Option ") during the Initial
Term of the Employment Agreement;
WHEREAS, BV, Company and Executive desire to cause the Incentive Option to
vest on the same basis as the 217,000 options (the "Time-Vested Options") also
granted to Executive under his Employment Agreement and amend the terms and
conditions on which any bonuses may be awarded to Executive; and
WHEREAS, the parties desire to amend the Employment Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1. Section 4.2 Incentive Bonus. Section 4.2 of the Employment Agreement
shall be deleted in its entirety, with no further force and effect hereafter,
and replaced with the following:
"Section 4.2 Performance Based Cash Bonus. In addition to any other
compensation paid to Executive under this Agreement, Executive's right to
receive and BV's obligation to pay an incentive bonus shall be subject to
Executive's satisfaction of performance criteria as determined by BV's
Board of Directors in its sole and absolute discretion."
2. Section 4.3(c) Additional Executive Equity. Section 4.3(c) of the
Employment Agreement shall be deleted in its entirety, with no further force and
effect hereafter, and replaced with the following:
"Section 4.3(c) Additional Executive Equity. BV shall issue to
Executive an option to purchase up to 75,000 shares of BV Stock (the
"Options"), on the same terms, conditions and date as any options issued
to Executive by BV pursuant to Section 4.3(b) of this Agreement."
3. Each of the parties to this Amendment acknowledge and agree that,
except as modified hereby, all of the terms and provisions of the Employment
Agreement shall remain in full force and effect.
4. This Amendment is the sole agreement between the parties as to the
amendment and modification of the Employment Agreement as described herein.
5. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument. Invalidation of any one or more of the provisions of this Amendment
shall in no way affect any of the other provisions of this Amendment, which
shall remain in full force and effect.
6. This Amendment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, successors,
personal representatives and assigns.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of South Carolina.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
COLLEXIS BV
By:/s/ XXXXX XXX XXXXX
-------------------------
Name: Xxxxx xxx Xxxxx
Title: CEO
COLLEXIS, INC.
By:/s/XXXXXXX X. XXXXXX
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President Sales
XXXXXXX XXXXXXXX
By:/s/XXXXXXX XXXXXXXX
-------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
