EXHIBIT 10.46
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
DBS INDUSTRIES, INC.
AND
XXXX X. XXXXXXXX
Pursuant to the Employment Agreement (the "Agreement") dated April 18,
1996, by and between DBS Industries, Inc., a Delaware corporation (the
"Company") and Xxxx X. Xxxxxxxx (the "Employee") collectively the "parties", the
terms and conditions are hereby amended as follows:
Article I, Section 1.1. EMPLOYMENT AND TERM: The Agreement is for a term of
five years effective July 1, 1999.
Article III, Section 3.1. ANNUAL BASE SALARY: The Company shall pay Employee
salary for the services to be rendered by him during the term of the Agreement
at the rate of two hundred fifty thousand dollars ($250,000) annually (prorated
for any portion of a year).
Article III, Section 3.3. STOCK OPTIONS: Employee shall be granted stock options
to purchase an additional one million (1,000,000) shares of DBSI's common stock
at a discounted exercise price of $1.3496 per share, as approved by the Board of
Directors on September 1, 1999. The options are subject to vesting; 250,000 of
which will vest immediately on September 1, 1999, and the remainder shall vest
as follows:
January 1, 2000 250,000
January 1, 2001 250,000
January 1, 2002 250,000
The Stock Options are subject to (a) the terms and conditions set forth herein
and in the Stock Option Agreement attached hereto as Exhibit A, and (b)
Employee's execution of the Stock Option Agreement and all other documents
customarily required by the Company to effect the grant of stock options.
Article IV, Section 4.3. TERMINATION WITHOUT CAUSE: If Employee is terminated
without cause, the Employee shall continue to be paid an amount equal to his
then monthly base salary for the duration of his employment term as stated in
Article I, Section 1.1. above. If Employee is terminated without cause, he shall
be entitled to full vesting of all options granted by this Amendment.
All other terms and conditions of the Employment Agreement shall remain as found
in the original Agreement dated April 18, 1996, except for revisions approved by
Board action.
IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of this 1st day of September, 1999.
EMPLOYER: DBS INDUSTRIES, INC.
BY:
---------------------------
XXXXXXX X. XXXXXXXX, SECRETARY
EMPLOYEE: BY:
---------------------------
XXXX X. XXXXXXXX
