EMPLOYMENT AGREEMENT AMENDMENT
Exhibit 10.03
EMPLOYMENT AGREEMENT
AMENDMENT
THIS
EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of
May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation,
the “Company“) and Xxxxx Xxxxxx (the "Executive" or "Employee"), an
individual residing at 0 Xxxxxxxx
Xxxxx, Xxxxxx XX 00000.
WITNESSETH THAT:
WHEREAS,
the Employee and the Company have entered into that certain Amended Employment
Agreement, dated August 4, 2008 (the “Agreement”); and
WHEREAS,
the Company and the Employee now wish to make certain modifications to such
Agreement;
NOW,
THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and the
Employee hereby agree as follows:
1. Section
4.
Section
4 of the Agreement is hereby amended to read, in its entirety,
as follows:
“(a) Base Salary. For the period from
May 1, 2009 through August 4, 2009 the Employee shall not receive a cash base
salary. For all other purposes of this Agreement “Base Salary” shall be deemed
to mean an annual salary of $175,000.
(b)
Withholding. All compensation payable to the Employee hereunder shall
be subject to withholding, as required
by law.”
2. Section
5.
Section 5
of the Agreement is hereby amended to read, in its entirety, as
follows:
“Benefits.
(a)
Generally. For the period from May
1, 2009 through August 4, 2009, the Executive shall not be eligible to
participate in any employee benefit or welfare plan, including any life,
accident, medical, and disability insurance, retirement or pension plan or
program maintained or which shall be maintained from time to time during the
Term by the Company for its employees or executive employees and their immediate
families.
(b)
Perquisites. For the period from
May 1, 2009 through August 4, 2009, the Executive shall be provided with
(i) a cellular phone and the Company shall pay all monthly fees and charges,
(ii) computer equipment, dedicated phone/fax line and fax/copying and scanning
equipment at Employee's residence and the Company shall pay or reimburse him for
all installation and carrying charges associated therewith, and (iii) other
perquisites that from time to time may be established by the Company and its
Board of Directors.
3. Options. The Company
hereby agrees to issue to Employee as of the date hereof a five year option for
the purchase of 12,000,000 shares of the Company’s Common Stock at an exercise
price of $0.004 per share, which option shall be immediately
vested.
4. Option Repricing. The Company will
cause all options and warrants previously issued to Employee in connection with
Employee’s employment with the Company and listed on Schedule A attached hereto
to be repriced effective May 1, 2009 with a new exercise price of $0.004 per
share.
5. Agreement to Remain in
Effect.
Except as amended and modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have
executed and delivered this Employment Agreement Amendment as of the day and
year set forth above.
MEDCLEAN TECHNOLOGIES, INC. a Delaware corporation | ||||
|
By:
|
/s/ Xxxxx Xxxxxxxx | ||
Name: Xxxxx Xxxxxxxx | ||||
Title: President and CEO | ||||
EMPLOYEE | ||||
/s/ Xxxxx Xxxxxx | ||||
Name: Xxxxx Xxxxxx |
Schedule A
987,250 options issued 1/23/06 @ $0.1393
(fully vested)
542,034 options issued 1/23/06 @ $0.1393
(immediate vesting)
5,000,000 options issued 8/4/08 @ $0.025
(same vesting schedule as per option agreement)
5,000,000 warrant shares issued 8/4/08 @
$0.025 (fully vested)