Exhibit 10.1


 





 


June 24, 2008


 


Gilbert V. Levin 

M. Karen Levin


3180 Harness Creek Road


Annapolis, Maryland 21401


 


Dear Gil and Karen:


 


This letter will evidence the agreements we
discussed previously.


 


We have agreed to confirm
and clarify our prior agreements set forth in the G.V. Levin Exit Agreement
(March 2004) and the Exit Agreement For M. Karen Levin
(November 2005). Accordingly, the following provisions supersede the prior
exit agreements:


 


1.          Karen has retired as an employee of
Spherix as of January 4, 2006. Gil will retire as an employee of Spherix
effective as of August 14, 2008.


 


2.          Each of Gil and Karen will be provided
lifetime payments of $12,500 each quarter following their respective
retirements.


 


3.          Each of Gil and Karen have Consulting
Agreements with Spherix which will remain in full force and effect.


 


4.          All prior stock options and awards
will remain unchanged.


 


5.          Through August 13, 2011, Gil and
Karen will continue to be provided suitable office space at Spherix’s
headquarters office upon providing prior notice of the need to use such space.


 


6.          Through August 13, 2011, Gil and
Karen will be provided appropriate secretarial assistance upon providing prior
notice of the need for such assistance.


 


7.          Gil and Karen have been provided cell phones
and computers for their home offices, and Spherix will continue to supply these
and support them until August 13, 2011.


 


8.          Spherix will make lump sum service
award payments of $15,000 to each of Gil and Karen upon Gil’s retirement in
August 2008.


 


9.          Spherix will defend Gil and Karen from
all lawsuits filed resulting from legitimate actions taken by him or her on
behalf of Spherix.


 


10.        Spherix confirms its Resolution of
February 19, 1998 concerning long-term care insurance and health insurance
for Gil and Karen.


 




 





 


6430 Rockledge Drive,
#503

Westmoreland Building

Bethesda, MD 20817

Tel.: (301) 897-2540

Fax: (301) 897-2567

www.spherlx.com


 


 

















 


11.        Gil has been given full title to all
Spherix files on the Viking Mission to Mars, the files on the life detection
methods he developed, and We to the related developmental instruments.


 


12.        Gil has been granted title to the
watercolor painting by Willard Bond that previously hung in his office.


 


13.        The above supersedes and replaces all
previous agreements concerning Spherix’s obligations to Gil and Karen
concerning their employment, including but not limited to employment and
retirement plan agreements as well as the above described exit agreements.


 


14.        As is the case with respect to other
members of the Board of Directors of Spherix, Gil and Karen will not make
statements regarding Spherix to government agencies, investment institutions
and the press/extemal news agencies as Spherix management will continue to be
responsible for these matters.


 


Please sign and return this letter evidencing your
agreement with the foregoing. Sincerely,


 




	
   

  	
   

  	
  /s/ Robert J. Vander Zanden

  
	
   

  	
   

  	
  Robert J. Vander Zanden, on behalf of the 

  remainder of the Board of Directors of Spherix Incorporated

  
	
   

  	
   

  	
   

  
	
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gilbert V. Levin

  	
   

  	
   

  
	
  Gilbert V. Levin

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ M. Karen Levin

  	
   

  	
   

  
	
  M. Karen Levin

  	
   

  	
   

  






 


Spherix Incorporated

12051 Indian Creek Court, Beltsville, Maryland 20705

Tel.: +1 301 419 3900 · Fax: +1 301
210 4908


 


 


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