Exhibit 10.1
Fourth Amendment to
Executive Employment Agreement
John C. Antenucci
This Fourth AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (Fifth Amendment") is
entered into as of February 21, 2007, effective as of October 31, 2006, by and
between PlanGraphics Inc , a Colorado Corporation, formerly known as Integrated
Spatial Information Solution, Inc. (`Employer") and John C. Antenucci
("Executive").
WHEREAS, Executive and Employer are parties to an Executive Employment Agreement
dated May 1, 2002 ("the Agreement"); and
WHEREAS, previous Amendments and extensions, cumulatively, have extended the
term of the Agreement through October 31, 2006,
WHEREAS, the parties mutually desire to further extend the term and modify the
provisions of the Agreement effective November 1, 2006.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereunder contained, the parties hereby agree as follows:
1) Paragraph 2 of this Agreement is hereby amended to change the
Expiration Date to December 31, 2007.
2) Paragraph 14, Notices, is hereby amended to read as follows: Any
written notice to be given to Employer under the terms of this
Agreement shall be addressed to Employer as follows, unless the
Executive is notified in writing of a change of address:
PlanGraphics Inc
112 East Main Street
Frankfort KY 40601
3) Paragraph A-1 of Exhibit A Salary shall be amended to include the
following:
Beginning October 1, 2006, the Executive shall place in a deferred
salary account the equivalent of 1 month of the Executive's FY 2007
gross salary and fifteen percent (15%) of the Executive's annual
salary, $23,550, collectively referred to as "the Executive's Salary
Deferral".
4) Paragraph A-2 Incentive Bonus shall be deleted in its entirety and
replaced with the following:
The Employer shall release the Executive's Salary Deferral based on
the earnings of PlanGraphics Inc. of Maryland (prorated on a calendar
quarter by quarter basis) as follows;
a) An amount equal to 18% of gross salary if EBITDA is greater than
$50K for any quarter and EBITDA exceeds $50K for the FY.
b) An amount equal to 23% of gross salary if EBITDA is greater than
$75K for any quarter and EBITDA exceeds $75K for the FY.
c) An amount equal to 28% of gross salary if EBITDA is greater than
$100K for any quarter and EBITDA exceeds $125K for the FY.
d) 3% of EBITDA greater than $100,000 per quarter if EBITDA exceeds
$400K for the FY.
Note: The amounts in the above paras 4a) through 4c) are not
accumulative; that is, if EBITDA exceeds $100K for any quarter and
$125K for the FY, the deferred earnings equal 28% of gross salary, not
the sum of 18%, 23%, and 28%.
To the extent that the Incentive Bonus exceeds the Executive Salary
Deferral, the amounts paid shall be considered "Additional
Compensation" and are subject to applicable withholdings for taxes.
The Executive's Salary Deferral and Additional Compensation shall be
released within 15 days of the completion, by internal accounting
staff, of the 4th quarter financials for the Company and no later than
February 28, 2008.
5) Paragraph A-3 Commitment Compensation shall be deleted in its entirety
and replaced with the following:
As compensation for Executive's Agreement to the revised provisions of
the Employment Agreement, Executive shall receive a stock option grant
of 1,750,000 shares of the common stock of PlanGraphics fully vested
and priced at the market price on October 31, 2006. The options will
be exercisable for a period of five (5) years from issuance.
6) Paragraph A-11 Separation Pay will be modified to include the
following:
Separation benefits shall be frozen as of September 30, 2006 and with
the exception of the provisions regarding Death of Executive,
sub-paragraph (g), be reduced by 50% through August 3, 2007.
On a change of control, an amount equal to and no greater than the
remaining balance of the '06 Deferral shall be immediately due to the
Executive if an equal amount had not been previously distributed
pursuant to paragraph A-2 and all stock options vested immediately.
Under a change of control, Separation Pay shall revert to those
existing on September 29, 2006.
7) All other terms and condition of the Agreement shall remain unchanged.
EXECUTIVE PLANGRAPHICS, INC
A Colorado Corporation
/S/ John C. Antenucci /S/ Ray O'Mara
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John C. Antenucci Ray O'Mara
Date: 2/21/07 Date: 2/14/2007