Exhibit
10.3


 


Spherix
Incorporated


 


May 25, 2010


 


Robert L. Clayton


CFO and Treasurer


Spherix Incorporated


6430 Rockledge Drive, Suite 503


Bethesda, MD  20817


 


Dear Robert:


 


On behalf of the Board of
Directors (the “Board”) of Spherix Incorporated (the “Company”), I am pleased to
confirm your continued employment as CFO and Treasurer.


 


1.             POSITIONS; START DATE


 


As CFO and
Treasurer of the Company, you shall report to the CEO/COO of the Company and
perform such other duties as may be assigned to you by the Board.  You agree not to actively engage in any other
employment, occupation or consulting activity that conflicts with the interests
of the Company.


 


2.             SALARY


 


Your base salary
will be $16,666.66 per month ($200,000.00 annualized), payable monthly in accordance
with the Company’s standard payroll practice and subject to applicable
withholding taxes.  Because your position
is exempt from overtime pay, your salary will compensate you for all hours
worked.  Your salary will be reviewed
annually by the Board, or its Compensation Committee, and any adjustments will
be effective as of the date determined by the Board, or its Compensation
Committee.


 


3.             BONUS


 


In addition to
your salary, you will be eligible to earn an annual bonus of up to thirty-five
percent (35%) of salary if you meet or exceed certain performance standards
which will be mutually determined by you and the Compensation Committee and
approved by the Board.  The performance
standards will be determined and approved prior to the beginning of each calendar
year. You will be eligible for an annual bonus for any calendar year only if
you remain employed as Director of Administrative Services and Corporate
Secretary as of December 31 of such calendar year.  The bonus will be payable within thirty (30)
days of the filing by the Company of its Form 10-K for the relevant
calendar year.  The bonus will be payable
in cash, subject to applicable withholding taxes.


 


6430 Rockledge Drive, Suite 503


Bethesda, MD 
20817


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


http://spherix.com


 

















 


4.             BENEFITS


 


You will also be
entitled, during the term of your employment, to such employee benefits as the
Company may offer from time to time, subject to applicable eligibility
requirements.  You will also be entitled,
during the term of your employment, to paid time off in accordance with the
Company’s policies.


 


5.             TERMINATION OF EMPLOYMENT


 


5.1.          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.


 


5.2.          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.


 


5.3.          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.


 


5.4.          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


 


Spherix
Incorporated


6430 Rockledge
Drive, Suite 503, Bethesda, MD 20817


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


 


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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 5.5 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 5.5.  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, 3 or 4 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.


 


5.5.          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


 


(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.


 


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6.             PAYMENTS UPON TERMINATION OF EMPLOYMENT


 


6.1.          If your employment is terminated by death, the Company
terminates your employment for Disability or for Cause, or, except as set forth
in Section 6.2(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 6.1,
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.


 


6.2.          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.


 


7.             CONFIDENTIALITY AND OTHER AGREEMENTS


 


With your
employment comes the responsibility that you will honor any confidentiality or
other agreements you have signed with other entities.  If you have any confidential information or
trade secrets, written, or otherwise known by you, you agree not to bring them
to the Company, and you agree not to use them in any way.  You attest that you have not signed a “non-competition”
agreement or any other agreement that would prohibit you from working here and
that you will fully comply with the provisions of all agreements with prior
employers.


 


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8.             ADDITIONAL PROVISIONS


 


The terms
described in this letter agreement will be the terms of your employment, and
this letter supersedes any previous discussions or offers.  Any additions or modifications of these terms
would have to be in writing and signed by you and the Chairman of the
Compensation Commission.


 


The validity,
interpretation, construction and performance of this letter agreement shall be
governed by the laws of the State of Delaware (except their provisions
governing the choice of law).


 


If you agree that
this letter agreement evidences our agreement concerning your employment as
Director of Administrative Services and Corporate Secretary, please indicate so
by signing both copies of this letter retaining one for your files.


 


I look forward to
a productive and mutually beneficial working relationship.  Please let me know if I can answer any
questions for you about any of the matters outlined in this letter agreement.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Aristides
  Melissaratos

  
	
   

  	
  Aristides
  Melissaratos

  
	
   

  	
  Chairman of
  Compensation Committee

  



 


 


ACCEPTANCE


 


I confirm the
continuation of my employment as CFO and Treasurer of Spherix Incorporated
under the terms set forth in this letter agreement:


 


 


	
  /s/ Robert L. Clayton

  	
   

  	
   

  
	
  Robert L. Clayton

  	
   

  	
   

  



 


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