Exhibit 10.1
EXTENSION AND MODIFICATION AGREEMENT
EXTENSION AND MODIFICATION AGREEMENT made this 12th day of March, 1998 and
between VASOMEDICAL, INC., a Delaware corporation (hereinafter the "Company"),
and Xxxxxxx Xxxxxxx, an individual residing at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (hereinafter "Employee").
W I T N E S S E T H
WHEREAS, the Company and Employee entered into an Employment Agreement
dated July 1, 1994 and modified on October 24, 1995 (hereinafter the "Employment
Agreement"); and
WHEREAS, the Company and Employee desire to amend said Employment
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph 3 of the Employment Agreement is hereby deleted in its
entirety, and in its place and stead shall be inserted the following:
"3. Term. Subject to earlier termination on the terms and conditions hereinafter
provided, the term of this Employment Agreement shall end on December 31, 2000."
2. Paragraph 6(b)(iii) of the Employment Agreement is hereby deleted in
its entirety.
3. Paragraph 14 of the Employment Agreement is hereby deleted in its
entirety, and in its place and stead shall be inserted the following:
"14. In the event (a) the Company has been consolidated or merged into or with
any other corporation or all or substantially all of the assets of the Company
have been sold to another corporation, with or without the consent of Employee,
in his sole discretion; or (b) the Company undergoes a Change of Control, as
hereinafter defined below, without prior Board approval; then
Employee is entitled to the following settlement benefits:
(i) lump-sum payment for the greater of (A) twelve (12) months of the
annual salary provided in section 4(a) hereof or (B) the balance of
compensation for the term of this Employment Agreement; and
(ii) any and all stock options and warrants held by Employee shall become
immediately vested and exercisable; if
(A) Employee voluntarily and unilaterally resigns his position
with the Company within 30 days of an event described in
Section 14(a) or (b) hereof, or
(B) Employee is given notice of termination directly as a result
of such Change in Control within six (6) months of an event
described in Section 14(a) or (b) hereof, or
(C) Employee's place of employment is moved beyond a
hundred-mile radius, as the crow flies, from 000 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (or the Company's then
current business address) as a direct result of an event
described in Section 14(a) or (b) hereof.
A "Change of Control" of the Company, or in any person directly or
indirectly controlling the Company, shall mean:
(i) a change of control as such term is presently defined in Regulation
240.12b-2 under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
(ii) if during the Term of employment, any "person" (as such term is used
in Section 13(d) and 14(d)of the Exchange Act) other than the Company or any
person who on the date of this Employment Agreement is a director or officer of
the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 20% of the voting power of the Company's then outstanding
securities; or
(iii) if during the Term of employment, the individuals who at the
beginning of such period constitute the Board cease for any reason other than
death, disability or retirement to constitute at least a majority thereof."
4. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Extension and
Modification Agreement as of the day and year first written above.
VASOMEDICAL, INC.
By: /s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman of the Board
/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Employee
