EXHIBIT 10.56
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") dated as of August
13, 1998, is entered into by and between XXXXXXX XXXXXX (the "Employee") and
HYDRON TECHNOLOGIES, INC., a New York corporation (the "Company").
WITNESSETH:
WHEREAS, the parties entered into an Employment Agreement dated September
16, 1994 (the "Employment Agreement") pursuant to which the Employee provides
certain services to the Company; and
WHEREAS, the parties desire to amend the Employment Agreement in certain
respects.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Paragraph 1 of the Employment Agreement shall be, and hereby is, amended by
inserting the following sentence at the end thereof:
Notwithstanding the foregoing, effective April 3, 1995 the Employee
assumed the position of Executive Vice President of the Company, and
effective January 1, 1996 the Employee was given the additional title
of Chief Operating Officer (the Employee relinquished the COO title
effective August 9, 1998).
2. Paragraph 4(a) of the Employment Agreement shall be, and hereby is, amended
by inserting the following sentence at the end thereof:
Notwithstanding the foregoing, effective January 1, 1999, the
Employee's Base Salary shall be $115,762.50.
3. Paragraph 8 of the Employment Agreement shall be, and hereby is, amended
by inserting a new Paragraph 8A which shall read as follows:
"Section 8A. CHANGE OF SENIOR MANAGEMENT - TERMINATION OF EMPLOYMENT
AND COMPENSATION IN EVENT OF TERMINATION
(a) Notwithstanding anything contained in this Agreement to the
contrary, the Employee may, at any time after six (6) months
from the date of August 10, 1998 (the commencement date of
employment of Xxxxxx Xxxxxx, the Chief Operating Officer of
the Company) and for a period of six (6) months thereafter,
elect to terminate this Agreement upon thirty (30) days prior
written notice from the Employee to the Company.
(b) Notwithstanding anything contained in this Agreement or any
other agreement or instrument to the contrary, if the Employee
terminates this Agreement pursuant to Paragraph 8A(a) above,
the Employee shall be entitled to (the "Paragraph 8A
Termination Compensation") (i) a cash lump sum payment from
the Company in the amount of $378,781 (the "Lump Sum Payment")
no later than (5) days from the effective date of termination,
and (ii) all stock options previously granted to the Employee
by the Company shall be immediately vested and exercisable and
shall remain exercisable for the balance of the option term
that would have applied had the Employee remained in the
employ of the Company. If the Employee shall have received
payments or benefits from the Company prior to the payment of
the Xxxxxxxxx 0X Xxxxxxxxxxx Compensation which, when added to
the Xxxxxxxxx 0X Xxxxxxxxxxx Compensation would, in the
opinion of the Accountants, subject any of the payments or
benefits to Employee to the excise tax imposed by Section 4999
of the Code, then the Xxxxxxxxx 0X Xxxxxxxxxxx Compensation
shall be reduced by the smallest amount necessary, in the
opinion of the Accountants, to avoid such tax. In addition,
the Company shall have no obligation to make any payment or
provide any benefit to the Employee subsequent to payment of
the Xxxxxxxxx 0X Xxxxxxxxxxx Compensation which, in the
opinion of the Accountants, would subject any of the payments
or benefits to the Employee to the excise tax imposed by
Section 4999 of the Code.
4. Paragraph 9(a) of the Employment Agreement shall be, and
hereby is, amended by inserting the following at the end
thereof:
Notwithstanding any provision of this Agreement to the
contrary, in the event that the Employee terminates this
Agreement pursuant to Paragraph 8A(a) above, then clause (i)
and (ii) of this Paragraph 9(a) shall only apply if and to the
extent that the Employee is affiliated with a competing
business with which Xxxxxx Xxxxxx is also affiliated.
5. The Employment Agreement shall be, and hereby is, amended by
inserting the following new Paragraphs 21 through 26 at the
end thereof:
21. LEGAL ADVICE. The Company shall promptly pay or reimburse
the Employee for the reasonable fees and disbursements of the
Employee's legal counsel in connection with the negotiation of
this Amendment. Notwithstanding the foregoing, in the event
that the Employee terminates
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this Agreement prior to the expiration of the Term pursuant to
Paragraph 8A(a), the Company shall deduct from the Lump Sum
Payment provided in Paragraph 8A(b) an amount equal to two (2)
times the total amount paid by the Company for the Employee's
legal counsel fees in connection with the negotiation of this
Amendment.
22. FAVORABLE REFERENCE AND NON-DISPARAGEMENT. The Company
agrees that in anticipation of or following any termination of
the Employee's employment with the Company, it will not in any
way disparage the Employee to any person or organization or
otherwise.
23. RESOLUTION OF DIFFERENCE OVER BREACHES OF AGREEMENT. In
the event of any controversy, dispute or claim arising out of,
or relating to this Agreement, or the breach thereof, or
arising out of any other matter relating to the Employee's
employment with the Company or the termination of such
employment, the Company and the Employee agree that such
underlying controversy, dispute or claim shall be settled by
arbitration conducted in Boca Raton, Florida in accordance
with this Paragraph 23 of the Agreement and the Commercial
Arbitration Rules of the American Arbitration Association (the
"AAA Rules"). The matter shall be heard and decided, and award
rendered by one (1) arbitrator appointed in accordance with
the AAA Rules from the American Arbitration Association
National Panel of Commercial Arbitrators. The award rendered
by such arbitrator shall be final and binding as between the
parties hereto and their heirs, executors, administrators,
successors and assigns, and judgment on the award may be
entered by any court having jurisdiction thereof.
24. MISCELLANEOUS. The Company represents that it has no
knowledge as of the date of this Amendment of any
circumstances, including without limitation any offset,
counterclaim, recoupment, defense, or other claim or right
which the Company may have against the Employee, that could
affect the Employee's legal right to receive the payments and
other consideration described in this Agreement. The Employee
shall not be obligated to seek other employment in mitigation
of the amounts payable or arrangements made under any
provision of this Agreement, and the obtaining of any such
other employment shall in no event effect any reduction of the
Company's obligations to make the payments and arrangements
required to be made under this Agreement. In any legal action
taken by the Employee to enforce this Agreement, (1) in the
event that the Company is determined by the arbitrator(s) to
have had no reasonable basis for its litigation position, the
fee of the arbitrators and all necessary expenses of the
hearing (including reasonable attorneys' fees incurred by
Employee or his beneficiary in pursuing his claim) shall be
paid by the Company and (2) in the event that the Employee is
determined by the arbitrator(s) to have had no reasonable
basis for his litigation
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position, the fee of the arbitrators and all necessary
expenses of the hearing (including reasonable attorneys' fees
incurred by Company in such litigation) shall be paid by the
Employee.
Capitalized terms which are used in this Amendment and which are
defined in the Employment Agreement shall have the same meanings herein as are
set forth in the Employment Agreement.
Except as modified herein, the Employment Agreement shall continue in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Amendment to the
Employment Agreement to be duly authorized, executed, and delivered as of the
date first written above.
HYDRON TECHNOLOGIES, INC.
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Xxxxxxx Xxxxxxx
Chairman, President and Chief Executive Officer
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XXXXXXX XXXXXX
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