PureDepth, Inc. Amendment to Employment Agreement Jonathan J. McCaman
Exhibit
10.30
Amendment
to Employment Agreement
Xxxxxxxx
X. XxXxxxx
PureDepth, Inc. (“PureDepth” or
“Company”) and Xxxxxxxx X. XxXxxxx (“Employee”) have entered into this amendment
(the “Amendment”) to the employment letter agreement, dated May 7, 2007 (the
“Agreement”), this 29 of April, 2008 (the “Effective Date”).
WHEREAS, Employee serves as the
Company’s Chief Financial Officer, Secretary, and, commencing January 24, 2008,
as the Company’s President, and in consideration of Employee’s performance of
his increased services to the Company, the parties wish to amend Employee’s
compensation.
THEREFORE, the parties agree as
follows:
1. Definitions. Except
as otherwise defined herein, all capitalized terms shall have the meaning set
forth in the Agreement.
2. Position. In
addition to the services already contemplated under Section 2.1 of the
Agreement, the parties agree that Employee will serve in the capacity of
President of the Company, in accordance with, and shall report to and have the
duties and responsibilities set forth in the Company’s Bylaws, and as otherwise
assigned by Company’s Board of Directors (“Board”) both as may be reasonably
assigned from time to time.
3. Base
Salary. Company shall increase and pay Employee a base
salary under Section 4.1 of the Agreement of $210,000, effective as of March 1,
2008.
4. Bonus. Section
4.3 of the Agreement shall be amended and revised in whole in order to provide
that Employee shall be eligible for an executive incentive bonus, in an amount
up to $50,000 per quarter, to be based upon key performance indicators (“KPI’s”)
to be mutually determined by the Employee and the Board’s Compensation
Committee, for the first two quarters, within 30 days of signing of this
Amendment, and thereafter on a schedule determined by the parties.
5. Equity. In
addition to the equity provided in Section 4.2 of the Agreement, on April 10,
2008, Employee was granted a stock option to purchase 750,000 shares of the
Company’s common stock, at an exercise price of $0.27 per share. In
addition, subject to the approval of the Board, each quarter Employee will be
eligible for an additional grant of stock options to purchase up to 150,000
shares of the Company’s common stock, to be based upon KPI’s to be mutually
determined by the Employee and the Board’s Compensation Committee, for the first
two quarters, within 30 days of signing of this Amendment, and thereafter on a
schedule determined by the parties. The exercise price of each of the
foregoing options will be equal to the closing price of the Company’s common
stock on the Option grant date as reported by the OTC Bulletin
Board. Each option will vest quarterly over three (3) years, and will
be subject to the terms and conditions of the Company’s 2006 Stock Incentive
Plan and form of stock option agreement, which Employee will be required to sign
as a condition of receiving the Option.
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6. Change of Control
Provision. In the event of a “Change of Control,” as defined
below, all of Employee’s then-unvested options shall immediately
vest.
For the purposes of
this Agreement, "Change of Control" is
defined as the occurrence of any of
the following after the Effective
Date:
(i)
any "person" (as defined in Section 13(d) and 14(d) of the Securities exchange
Act of 1934, as amended (the "Exchange Act")), excluding for
this purpose, (i) the Company or any
subsidiary of the Company, or (ii) any employee benefit plan of the
Company or any subsidiary of the Company, or any person or entity
organized, appointed or established by the Company for or pursuant to
the terms of any plan which acquires beneficial ownership of voting
securities of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Company representing more than fifty percent (50%) of the
combined voting power of the Company's then outstanding
securities; provided, however, that no Change of Control will be
deemed to have occurred as a result of a change in ownership percentage
resulting solely from an acquisition of securities by the Company,
the grant or exercise of any stock option, stock award, stock purchase right or
similar equity incentive, or the continued beneficial ownership by any party of
voting securities of the Company which such party beneficially owned as of the
Effective Date; or
(ii)
consummation of a reorganization, merger or
consolidation or sale or other disposition of at least 80% of the assets (other
than cash and cash equivalents) of the Company (a "Business
Combination"), in each case, unless, following such Business Combination, all or
substantially all of the individuals and entities who were the
beneficial owners of outstanding voting securities of the Company
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be,
of the company resulting from such Business Combination
(including, without limitation, a company which, as a
result of such transaction, owns the Company or all or substantially
all of the Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the
outstanding voting securities of the Company; or
(iii)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
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7. Continuation of Other
Terms. Except as set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
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Xxxx
Xxxxx
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Member,
Board of Directors
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Compensation
Committee
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Date:____________________________________
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Acknowledged,
Accepted and Agreed:
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| ________________________________________ | |
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Xxxxxxxx
X. XxXxxxx
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Date:____________________________________
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