INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.4
Employment Contract Modification and Settlement Agreement
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Employment Contract Modification and Settlement Agreement
This agreement is made this 7th day of March, 1997 between Intelligent
Decision Systems, Inc. (hereafter "IDS") and Xxxxxx Xxxxx, Xxx Xxxxxxx and Xxxxx
Xxxxxxx (hereafter "Employees").
WHEREAS, IDS entered into employment agreements with the Employees on
June 28, 1996 ("Employment Agreements").
WHEREAS, as part of the compensation package the Employees were each
granted 14,275 shares of IDS common stock, 90,000 warrants to purchase IDS
common stock and 25,000 options to purchase IDS common stock. The Employment
Agreements were silent as to registration of the above shares and the shares
underlying the warrants and options and a dispute arose as to whether the shares
should have been registered.
WHEREAS, it has been agreed between the Employees and IDS that IDS
shall grant 40,000 additional Options to each of the Employees, register the
shares underlying said Options and register the 14,275 shares owned by each of
the Employees and the Employees will accept such action as full satisfaction and
discharge of the claims and disputes made by the Employees regarding their
Employment Agreements.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, and the mutual covenants
of the parties hereto and other good and valuable consideration had and received
by each of the parties to this settlement agreement, receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. IDS shall issue to each of the Employees a Non-Statutory Option
Agreement to purchase 40,000 shares of IDS's common at an exercise price of
$1.22 which shall expire on June 27, 2001 and further, IDS shall register under
the Securities Act of 1933, as amended, under cover of a registration statement
on Form S-8, the shares underlying said Non-Statutory Option Agreements and the
14,275 shares of common stock owned by each of the Employees.
2. The Employees agree to accept said Non-Statutory Option Agreements
in full settlement of the claims made by Employees against IDS relating to the
Employees' Employment Agreements and the Employees shall release and forever
discharge IDS from all sums of money, debts, accounts, actions, proceedings and
demands which Employees had or have against IDS arising from their Employment
Agreements.
INTELLIGENT DECISION SYSTEMS, INC. EMPLOYEES
By: /s/ Xxxx X. Xxxxx /s/ Xxxxxx Xxxxx
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Xxxx X. Xxxxx, President Xxxxxx Xxxxx
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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