Amendment to Employment Agreement of Kenneth I. DeWitt Effective as of January 1, 1997
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EXHIBIT 10(www)
Amendment to Employment Agreement
of
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Effective as of January 1, 1997
The following amendment to the written employment agreement dated June
23, 1995 (the "Employment Agreement") by and between Voice Powered Technology
International, Inc. (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Employee") is made
and entered into effective as of January 1, 1997 as follows:
1. Reduction in
Base Salary: Subject to the provisions of
Paragraph 2 below, Employee's Base
Salary commencing effective as of
January 1, 1997 and continuing for
the shorter of either (referred to
as the "Reduction Period") (A) the
term of Employee's employment, or
(B) December 31, 1997, the cash
payment of the Employee Base Salary
shall be paid at the rate of the
annual sum of One Hundred Thousand
($100,000) (the "Payment Rate");
thereafter, the rate of payment of
the Employee's Base Salary cash
payment shall return to the amount
otherwise provided in the Employment
Agreement without regard to this
Amendment. During the Reduction
Period, the difference between the
Employee's Base salary and the
Payment Rate ("Deferred Payment")
shall be accrued on the books of the
Company as a valid and owing current
obligation. The Deferred Payment
shall be payable by the Company to
the Employee upon expiration of the
term f Employee's employment. The
Board of Directors of the Company
may, but is not obligated to,
increase the Base Salary prior to
expiration of the Reduction Period
if, in its sole discretion, it deems
such to be reasonable and
appropriate.
2. Cessation of
Reduction: Notwithstanding anything to the
contrary in Paragraph 1 above, the
cash payment reduction described in
said Paragraph 1 shall automatically
cease, and thereafter the cash
payment of the Employee's Base
Salary shall return to the amount
otherwise provided in the Employment
Agreement without regard to this
Amendment and notwithstanding that
the Reduction Period may not have
expired and the Deferred Payment
shall become immediately due and
payable upon
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the occurrence of any of the following:
(A) the acquisition by any person or
entity, or by any group (as such
term is used for purposes of Section
13(d) of the Securities Exchange Act
of 1934, as amended, and the rules,
regulations, and forms thereunder,
of 20% or more of the outstanding
voting securities of the Company;
(B) the approval by either the Board
of Directors or the shareholders of
the Company of any merger or other
reorganization (as such term is
defined in Section 181 of the
California Corporations Code)
involving the Company; (c)
termination of Employee's employment
under either paragraph 5(a)(3) or
5(a)(4) (but, as concerns said
paragraph 5(a)(4), only in the case
of mental or physical disability or
death as described in said paragraph
5(a)(4) and in no other case); or
(d) the filing of any petition by or
against the Company under the United
States Bankruptcy Code.
3. No Other
Changes: Except as expressly provided in this
Amendment, the Employment Agreement
shall remain in full force and
effect, without any other change,
amendment, or alteration.
EXECUTED effective as of January 1, 1997 by the Company and Employee.
The Company -- Voice Powered Technology
International, Inc., a California
corporation
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: President
Employee -- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
an individual ---------------------
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