EXHIBIT 5.2
FIRST AMENDMENT
TO EXECUTIVE AGREEMENT
WHEREAS an Executive Agreement (the "Agreement") was entered into by and
between PLANET POLYMER TECHNOLOGIES, INC., a California corporation (the
"Company"), and RICHARD C. BERNIER ("Executive") on October 17, 2000; and
WHEREAS the Company and Executive desire to amend the Agreement in
accordance with Section 13 of the Agreement;
NOW THEREFORE, the Agreement is amended as follows:
1. Section 1 entitled "Term" is hereby amended and restated as follows:
"Term. The term of Executive's employment with the Company shall
terminate on December 31, 2002."
2. Section 2 entitled "Compensation" is hereby amended and restated as
follows:
"Compensation.
a. Salary. As compensation for the services to be performed hereunder,
Executive shall receive a salary at the rate of $205,000.00 per annum
(the "Base Salary"), payable in such installments and pay periods as
shall comport with the Company's regular business practices, from
November 1, 2001 to December 31, 2001.
b. Commission. After January 1, , Executive shall solely receive
commissions as his compensation based upon the following:
(1) Sale of M.I.M. Technology. Executive shall receive a commission
from the sale of patents, related technological know-how, and
equipment associated with Metal Injection Molding in the following
percentages:
(a) 25% of the first $100,000 in sales proceeds; and
(b) 50% of the sales proceeds over $100,000.
(2) Sale of EnviroPlastic, EnviroPlastic Z and Aquadro Technologies.
Executive shall receive a 50% commission from the sale of patents and
related technological know-how associated with EnviroPlastic,
EnviroPlastic Z and Aquadro.
(3) Sale of Inventories and Property and Equipment. Executive shall
receive a commission of 50% from the sale of Inventories and Property
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and Equipment (other than MIM equipment covered by subsection (1)
above).
(4) Realization of Remaining Cash. So long as Executive remains
employed with Company during calendar year 2002, for each calendar
quarter, Executive shall receive a 50% commission on any increase in
the actual ending cash balance as of the last day of the calendar
quarter compared to the Forecast Ending Cash balance for such quarter
set forth in the Preliminary 2002 Gross Cash Flow Statement Proforma
-Reconstituted Planet Polymer attached hereto as a part of Exhibit
"A", so long as the increase is not the result of the deferral of an
expense set forth in the Preliminary 2002 Income Statement Proforma
-Reconstituted Planet Polymer attached hereto as a part of Exhibit
"A" to a later period or the early recognition of income forecast for
a later period in such proforma statement. In the event the Company,
with the approval of the Board of Directors, elects to engage in any
activity not currently contemplated by the Company, revenues and
expenses related to such new activity shall not be taken into account
in determining the actual ending cash balance, unless Company and
Executive otherwise agree in writing. Commissions payable pursuant to
this Subsection (4) shall be paid on or before the thirtieth (30) day
after the close of each calendar quarter.
(5) Commission Payment and Ceiling. Commissions shall be due and
payable promptly after receipt of cash by the Company with respect to
the assets sold. If any assets are sold on an installment or other
deferred basis, payments of Commissions shall be prorated and paid
only as such installments or deferred payments are received by the
Company, even if such payments are received after the Term of
employment. Executive's right to received commissions shall continue
until all commissions have been paid in full. Notwithstanding the
foregoing subsections (1) to (4), the total commissions received
shall not exceed 150% of the Base Salary.
c. Stock Options. Executive shall receive a ten-year option to acquire
100,000 shares of the Company's common stock (the "Stock Option"), the
strike price for which shall be the closing price on November 4, 2001
($0.06 per share). The Stock Option shall fully vest by April 15, 2002
provided that the operational and legal restructuring of the Company has
been completed to the reasonable satisfaction of the Company's Board of
Directors. The vested options shall survive termination of Executive's
employment.
d. Health Benefits. The Company shall continue to provide the same
health benefits Executive had been receiving immediately before the
execution of an Amendment to this Agreement, until the end of
Executive's employment term with the Company, to the extent such
benefits remain reasonably available and if not reasonably available the
Company shall pay to Executive monthly the dollar amounts previously
paid to maintain such benefits, until the end of Executive's
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employment term with the Company.
e. Taxes. The Company shall have the right to deduct or withhold from
the compensation due Executive hereunder any and all sums required for
federal income and social security taxes and all state or local taxes
now applicable in the future."
3. Section 3 entitled "Scope of Duties and Obligations of Executive" is
hereby amended to provide that Executive's duties as Chief Executive
Officer during the term of the Agreement will be to sell all of the
Company's patents and related technological know-how, excluding the
license agreements with Agway, Inc. and related technology in the
agricultural industry; manage the restructuring of the Company's
business in accordance with the restructuring plan outlined on Exhibit
A; and establish the operational and legal structure for the Company for
the calendar year 2002 by no later than December 31, 2001.
4. Except as set forth above, all other terms and conditions of the
Agreement as set forth therein shall remain unchanged. This Amendment
shall be effective as of November 1, 2001.
"COMPANY"
PLANET POLYMER TECHNOLOGIES, INC.
By: ____________________________________
"EXECUTIVE"
________________________________________
Richard C. Bernier
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