Exhibit 10.1


 


Spherix
Incorporated


 


May 25, 2010


 


Claire L. Kruger, Ph.D.,
D.A.B.T.


Chief Executive Officer
and


Chief Operating Officer


Spherix Incorporated


6430 Rockledge Drive, Suite 503


Bethesda, MD  20817


 


Dear Claire:


 


This letter will evidence our agreement to amend your employment letter
agreement with Spherix Incorporated (the “Company”) dated as of August 15,
2007 (the “original letter”).


 


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


 


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


 


“Change of Control” means:


 


(i)            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


 


(ii)           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


 


(iii)          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).


 


6430 Rockledge Drive, Suite 503


Bethesda, MD 
20817


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


http://spherix.com


 

















 


(iv)          “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 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.”


 


Spherix
Incorporated


6430 Rockledge
Drive, Suite 503, Bethesda, MD 20817


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


 


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Your base salary has been
increased to $22,500.00 per month ($270,000.00 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/ Claire L.
  Kruger

  	
   

  	
   

  
	
  Claire L.
  Kruger, Ph.D., D.A.B.T.

  	
   

  	
   

  



 


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