Amendment to Employment Agreement
Amendment entered into on the 24th day of July, 1996 ("Amendment") to a
certain Employment Agreement dated 9/1, 1995 the ("Employment Agreement")
between MISONIX, INC., a New York corporation (hereinafter called the "Company")
with offices at 0000 Xxx Xxxxxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 and XXXXXX
XXXXXXXX, residing at 00 Xxxxxx Xxxxx, Xxxxx Xxxx, Xxx Xxxx 00000 (hereinafter
called the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee desire to continue the services
of Employee upon the terms and conditions contained in the Employment Agreement,
as hereby amended.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, the parties hereby agree as follows:
1. Terms and References
Unless otherwise expressly provided in this Amendment, all terms,
definitions and references in the Employment Agreement shall have the same
meanings when used herein.
2. Terms of Employment
The term of employment provided in this Amendment shall be for the 12
months commencing September 1, 1996 and ending August 31, 1997. Accordingly, the
reference in paragraph 1 of the Employment Agreement in the third line thereof
shall be to the 12 month period ending August 31, 1997; the balance of paragraph
1 of the Employment Agreement shall remain in effect.
3. Paragraph 4 of the Employment Agreement, dealing with
Compensation, is hereby amended as follows:
(a) The base salary provided in paragraph 4(a) shall be $160,000
per annum;
(b) The incentive compensation provided in paragraph 4(b) of the
Employment Agreement shall be modified to read as follows for
all years after Fiscal 1996:
"(b) Not later than one hundred twenty (120) days after the
end of the fiscal year of the Company ending on the 30th day
of June immediately prior to the August 31st expiration date
of that year for employment (so that, for example, the results
of the Company's fiscal year ending June 30, 1997 shall be
applicable to the initial year of employment under this
Amendment) the Company shall pay to Employee, as incentive
compensation:
If Pretax Operating Earnings for fiscal year are:
Incentive Compensation Payment
less than $1,000,000 - None
$1,000,000 to $1,400,000 - 5% of pretax operating earnings in this
range
In excess of $1,400,000 - 10% of such excess pretax operating
earnings
For purposes hereof, "Pretax Operating Earnings" of the Company shall
mean, with respect to any fiscal year, the operating income*, if any, of the
Company for such fiscal year as set forth in the audited, financial statements
of the Company included in its Annual Report to Stockholders for such fiscal
year, before deduction of (i) taxes based on income or (ii) of the incentive
compensation to be paid to Employee for such fiscal year under this Agreement.
For each Renewal Period hereunder, the calculation of incentive
compensation shall be made upon the results of the Company's fiscal year
expiring on the 30th day of June during such Renewal Period. In the event of a
change of the Company's fiscal year, the calculation period for the incentive
bonus shall be equitably adjusted.
Subparagraphs (c) and (d) of paragraph 4 shall remain as presently
stated in the Agreement.
4. Change of Control
Paragraph 12 of the Employment Agreement, dealing with change of
control of the Company, is hereby stricken in its entirety.
5. Except as expressly modified by this Amendment, the terms and
conditions of the Employment Agreement shall remain in full force and effect. In
the event of any conflict or inconsistency between the Employment Agreement and
this Amendment, the terms of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the day and year first above written.
*including royalties and license fees
MISONIX, INC.
BY: s/Xxxx Xxxxxx
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s/Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
