[▇▇▇▇▇▇▇▇.▇▇▇ (TM) LOGO]
As of July 15, 2005
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇
Re: EMPLOYMENT AGREEMENT AMENDMENT
Reference is made to the Employment Agreement, entered into on June 17,
2005, by and between you and ▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Company") (the "Original
Agreement"). This amendment (the "Amendment") will confirm our mutual agreement
regarding an amendment (as permitted under and contemplated by paragraph 18 of
the Original Agreement) to the Original Agreement on the terms set forth herein.
Accordingly, the Original Agreement is hereby amended as follows:
1. From and after the date hereof, it is our mutual intention that you
serve in the capacity of full-time Interim Chief Executive Officer of the
Company in accordance with the terms of the Original Agreement as amended by
this Amendment.
2. Paragraph 2 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:
"2. TERM; TERMINATION. The term of your services shall continue until
terminated by either party in accordance with this paragraph 2 (the
"Term"). Either party may terminate this agreement, at any time, at its
sole discretion, upon thirty days written notice to the other party.
During the 30-day period following the delivery of the termination
notice by either party, you will provide reasonable assistance to the
Company on a part-time basis to transition your responsibilities to a
successor designated by the Board. Notwithstanding the foregoing, the
Company may elect to pay you your Salary (as defined below) in full for
a period of thirty (30) days in lieu of all or part of actual notice.
Upon termination of your employment, the Company shall have no further
obligation or duty to you from the date of such termination other than
to pay you for any earned but unpaid Salary and for any unreimbursed
expenses due pursuant to the Original Agreement and pursuant to
paragraph 3 hereof."
3. A new paragraph 3A is hereby added to the Original Agreement, as
follows
"3A. SALARY AND BONUS. For your services hereunder, you will be entitled to
a monthly cash salary of $60,000 per month, to be paid on a bi-weekly
basis ("Salary"). Additionally, at the conclusion of your services to
the Company, the Board, in its sole discretion, may
2
elect to pay you a cash bonus of an amount not to exceed $100,000 but
shall not have any obligation to do so. The Company shall withhold from
your Salary and any bonus, such amounts for income tax, social security
and other taxes as shall be necessary or appropriate in the reasonable
judgment of the Company to comply with applicable laws and
regulations."
4. LEGAL FEES. The Company shall promptly reimburse you for any reasonable
legal fees incurred by you in connection with the negotiation of this
Amendment and the Original Agreement upon the presentation of invoices
in appropriate form in an amount not to exceed $5,000.
5. RESTRICTED STOCK. Simultaneously with your execution and delivery of
this Agreement, you shall be awarded a restricted stock grant of 7,000
shares of the Company's common stock pursuant to the terms of a
Restricted Stock Agreement attached hereto.
Paragraphs 4, 5 and 7 through 22 of the Original Agreement shall remain in
full force and effect and are hereby ratified in their entirety. The
provisions of Paragraphs 2 and 3 of the Original Agreement are superceded
in their entirety by paragraphs 1 and 2 hereof.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the
date first written above.
▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Its: General Counsel & Secretary
▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇.▇▇▇, Inc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
