Exhibit 10.2


 


Spherix
Incorporated


 


May 25, 2010


 


Robert
A. Lodder, Ph.D.


Spherix
Incorporated


President


6430
Rockledge Drive, Suite 503


Bethesda,
MD   20817


 


Dear
Robert:


 


This letter will evidence our agreement to
amend your employment letter agreement with Spherix Incorporated (the “Company”)
dated as of August 30, 2007 (the “original letter”).


 


The
provisions of Sections 6 and 7 of the original letter are deleted in their
entirety and the following are substituted in lieu thereof:


 


“6.           TERMINATION OF EMPLOYMENT


 


6.1.          Your employment shall
terminate automatically upon your death. 
The Company shall be entitled to terminate your employment because of
your Disability (as herein defined).  A
termination of your employment by the Company for Disability shall be
communicated to you by written notice, and shall be effective on the thirtieth
(30th) day after
receipt of such notice by you (“Disability Effective Date”) at which time your
employment shall end, unless you return to full-time performance of your duties
before the Disability Effective Date. 
For purposes of this letter agreement, “Disability” means that you have
been unable, for the period specified in the Company’s disability plan for
senior executives, but not less than a period of sixty (60) consecutive
business days, to perform your duties with or without reasonable accommodation
under this letter agreement, as a result of physical or mental illness or
injury.


 


6.2.          The Company may terminate
your employment hereunder for Cause or without Cause at which time your
employment shall end, as set forth herein. 
“Cause” means termination due to (i) an act or acts of personal
dishonesty taken by you and intended to result in your substantial personal
enrichment at the expense of the Company; (ii) your continued failure to
substantially perform your employment duties (other than any such failure
resulting from your incapacity due to physical or mental illness) which are not
remedied in a reasonable period of time (to be no less than thirty (30) days
after receipt of the “Notice of Termination for Cause”); or (iii) conviction
of, or a plea of guilty or no contest by you to, a crime that constitutes a
felony involving moral turpitude.


 


6430 Rockledge Drive, Suite 503


Bethesda, MD 
20817


Tel.:  (301)
897-2540; Fax:  (301) 897-2567


http://spherix.com


 

















 


6.3.          You may terminate your
employment hereunder without the Company’s approval at any time without Good
Reason upon not less than sixty (60) nor more than ninety (90) days advance
written notice to the Company stating the date on which your employment shall
end (the “Notice of Termination without Good Reason”).  A termination of your employment by you
without Good Reason shall be effected by giving the Company written notice of
the termination and setting forth the date of such termination.  Notwithstanding the foregoing, the Company
may elect to have any such termination become effective immediately or at such
other date, not later than the date specified in the Notice of Termination
without Good Reason, as the Company may determine; provided, however, that the
Company will continue your base salary, benefits and perquisites through the
date specified by you for your termination in the Notice of Termination without
Good Reason.


 


6.4.          You may terminate your
employment hereunder for Good Reason by giving the Company written notice (“Notice
of Termination for Good Reason”) of the termination, setting forth in
reasonable detail the specific conduct of the Company that constitutes Good
Reason and the specific provision(s) of this letter agreement on which you
rely.  The failure by you to set forth in
the Notice of Termination for Good Reason any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of yours
hereunder or preclude you from asserting such fact or circumstance in enforcing
your rights hereunder.  “Good Reason”
means (i) a Change of Control as defined in Section 6.5 or (ii) a
“material breach” (as herein defined) by the Company of any provision of this
letter agreement which is not cured within thirty (30) days after written
notice by you to the Company of such breach (the “Cure Period”).  If you elect to terminate your employment for
Good Reason due to a Change of Control, such notice shall be provided no later
than the end of the Change in Control Period set forth in Section 6.5.  For purposes of this paragraph, a “material
breach” shall include, (a) any action by the Company which results in a
diminution in position, authority, comparable duties or responsibilities,
excluding for these purposes an isolated, insubstantial or inadvertent action
not taken in bad faith and which is remedied by the Company within the Cure
Period; or (b) any failure by the Company to comply with any of the
material provisions of Sections 2, 4 or 5 of this letter agreement other than
an isolated, insubstantial or inadvertent failure not occurring in bad faith
and which is remedied by the Company within the Cure Period.


 


6.5.          Change of Control and Change
of Control Period Defined.


 


“Change of Control” means:


 


(a)           if any one person, or more
than one person acting as a group, acquires ownership of stock of the Company
that, together with stock held by such person or group, constitutes more than
fifty percent (50%) of the total fair market value or total voting power of the
stock of such Company; or


 


Spherix
Incorporated


6430 Rockledge
Drive, Suite 503, Bethesda, MD 20817


Tel.: 301-897-2540
· Fax: 301-897-2567


 


2

















 


(b)           if a majority of members of
the Company’s Board of Directors is replaced during any twelve (12) month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board of Directors before the date of the
appointment or election; or


 


(c)           if there is a change in the
ownership of a substantial portion of the Company’s assets occurring on the
date that any one person, or more than one person acting as a group, acquires
(or has acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have
a total gross fair market value equal to or more than forty percent (40%) of
the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions (for this purpose, gross
fair market value means the value of the assets of the Company, or the value of
the assets being disposed of, determined without regard to any liabilities
associated with such assets).


 


“Change of Control Period”
means the three (3) months period following a Change of Control; provided,
that for purposes of this letter agreement there can be no more than one Change
of Control Period.


 


7.             PAYMENTS UPON TERMINATION OF EMPLOYMENT


 


7.1.          If your employment is terminated
by death, the Company terminates your employment for Disability or for Cause,
or, except as set forth in Section 7.2(ii) hereof, you terminate your
employment without Good Reason, the Company shall:


 


(a)           pay to you (or in the event
of termination of employment by reason of your death, your legal representative
or your estate if no representative has been appointed) in a lump sum in cash,
within thirty (30) days after the date of termination, or as otherwise provided
in this Section 7.1, any portion of your base salary through the date of
termination that has not been paid plus any outstanding expenses due to you; and


 


(b)           make available to you (or
your eligible dependents) any rights to continued health and welfare benefits
provided by law at your (or your eligible dependents) expense (i.e., COBRA) or
payable to you under the terms of such plans and programs in effect immediately
prior to your death or Disability.


 


7.2.          If your employment is
terminated: (i) by the Company other than for Cause; (ii) by either
the Company or you contemporaneously with or during the Change of Control
Period; (iii) by the Company and it is reasonably demonstrated that such
termination of employment (a) was at the request of a third party who has
taken steps reasonably calculated to effect a Change of


 


3

















 


Control or (b) otherwise arose in
connection with or in anticipation of a Change of Control; or (iv) by you
for Good Reason, the Company shall:


 


(a)           pay to you, in accordance
with the Company’s payroll procedures, an amount equal to twelve (12) months of
your then-existing base salary in lieu of any severance under the Company’s
Severance Plan, payable over the twelve (12) month period following the date of
termination; and


 


(b)           pay twelve (12) months of
health and welfare (COBRA) benefits that provide you with coverage comparable
to other executives that are employed by the Company during that time.”


 


Your
base salary has been increased to $18,333.33 per month ($220,000.00 annualized).


 


In
all other respects, the provisions of the original letter are ratified and
confirmed as of the date hereof.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Aristides Melissaratos

  
	
   

  	
  Aristides
  Melissaratos

  
	
   

  	
  Chairman of Compensation Committee

  



 


 


ACCEPTANCE


 


I accept the foregoing amendment to my employment letter agreement with
Spherix Incorporated under the terms set forth herein:


 


 


	
  /s/ Robert A. Lodder

  	
   

  	
   

  
	
  Robert A. Lodder, Ph.D.

  	
   

  	
   

  



 


4