EXHIBIT 10.11
[COMPANY LOGO]
December 27, 2002
Mr. Charles R. Allison
525 Sweet Birch Lane
Roswell, GA 30076
Subject: Amendments to Employment and Deferred Compensation Agreements
Dear Chuck:
In connection with the Employment Agreement made June 30, 2002 ("Employment
Agreement") and the Salary Continuation and Deferred Compensation Agreement made
May 1, 1998 ("SCDC Agreement") which superceded and replaced in its entirety the
Salary Continuation/Deferred Compensation agreement made January 1, 1994,
between you and the Company ("Agreements"), it is agreed that the following
changes to the Agreements shall be effective December 30, 2002:
(1) Employment Agreement. Except for Exhibit II, Proprietary Information &
Invention Agreement, the remainder of the Employment Agreement is hereby
cancelled.
(2) Compensation. As vice president, marketing and sales, and as the result of
changing your commission program to include virtually all of the net sales
of the Company, your salary effective December 30, 2002, shall be $45,500
annually, paid bi-weekly, and shall be further reduced effective March 24,
2003, to $35,750 annually, paid by weekly. In addition to your base salary,
you shall be paid a commission monthly in arrears on certain net sales of
the Company, including sales derived from all-in-one toner cartridges. Your
commission shall be calculated and paid based on one-quarter of one percent
(0.25%) of the net sales of the Company, excluding sales made by or
credited to either Dr. Wang or Dr. Aubert. Should any dispute arise between
you and the Company regarding whether or not an unpaid commission is due
you, the Company will have the sole right to decide such matter, and the
decision of the Company will be binding on you.
(3) SCDC Agreement. In connection with the SCDC Agreement, it is agreed that
the following changes shall be effective January 1, 2003:
(a) Retirement. Unless otherwise agreed by you and the Company, your
retirement date shall be extended from February 1, 2003 to December
31, 2003.
(b) Life Insurance Policy. It is agreed and understood that the Company
shall not be required to, nor does it intend to, make any additional
premium payments on the life insurance policy the Company has obtained
on your life, nor will the Company, prior to your retirement, make any
withdrawals of any accumulated cash value. Paragraph 4 of the SCDC
Agreement provides that the Company may, at its option, transfer the
ownership of the policy to you upon your termination. Paragraph 4 is
hereby amended to require the Company to transfer the ownership of the
policy to you, if within 30 days of your retirement you request such
transfer of ownership. Such transfer by either your request or at the
option of the Company shall discharge the Company from any and all
obligations to make any payments provided for under the SCDC Agreement
and any further premium payments that may or may not otherwise come
due under the life insurance policy. Income or other taxes due, if
any, as the result of the transfer of ownership to you or the payment
of monthly installments to you by the Company as contemplated by the
SCDC Agreement are your sole responsibility.
(4) Termination. Notwithstanding provisions to the contrary in the SCDC
Agreement, It is agreed that either you or the Company may terminate your
employment with the Company at any time with or without cause.
To indicate your understanding and acceptance of these amendments to the above
referenced Agreements, please sign where indicated hereafter.
Sincerely,
/S/ SUELING WANG
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Sueling Wang, Phd
President
Acknowledged and accepted:
/S/ CHARLES R. ALLISON
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Charles R. Allison