EXHIBIT 10
March 23, 1989
Mr. Donald J. Bainton
39 Westbrother Drive
Greenwich, CT 06830
Dear Don:
Pursuant to the action of the Board of Directors, the following amended
employment agreement has been approved.
1. Your salary shall be $180,000/(1)/ per year, effective March 27, 1989, or
such other amount as the Board of directors shall, in the future,
determine.
2. The expiration date of the non-qualified stock option to purchase 40,000
shares of the Company's Common Stock, which was awarded to you in 1983,
will be extended until November 15, 1998.
3. This agreement will terminate May 17, 2006/3/.
4. All shares of stock previously issued to you in lieu of cash compensation
(except those shares shres which had previously been released from
forfeiture) shall remain subject to forfeiture until December 31, 1999 or
such earlier date as the Board of Directors shall, in the future,
determine.
5. In the event of your death prior to May 17, 2006/3/, providing that you are
at that time an employee of the Company, your wife shall be paid one-half
of the amounts that would otherwise have been paid to you as salary until
her death/2/. Such amounts shall be paid bi-weekly.
If you find this agreement acceptable, please so signify by signing and
returning the enclosed copy of this letter to me.
Sincerely,
VIATECH, INC.
/s/ Abdo Yazgi
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Abdo Yazgi
Secretary
ACCEPTED:
By: /s/Donald J. Bainton
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DATED: March 24, 1989
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(1) $420,000 effective March 18, 1995 as amended March 6, 1995 by Personnel
Committee of Board.
(2) As amended August 8, 1995 by Personnel Committee of Board.
(3) As amended May 15, 1996 by Personnel Committee of Board.