EXHIBIT 10.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is dated as of March 19,
2008, by and between Westbridge Research Group, a California corporation (the
"Company") and Xxxxxxxxx Xxxxxxxxx, an individual ("Executive"), with reference
to the following facts:
A. Company and Executive entered into an Employment Agreement dated as
of November 21, 2005 (the "Agreement").
B. Company and Executive entered into an Amendment to Employment
Agreement dated as of December 1, 2007 ("Amendment No. 1").
C. Company and Executive wish to amend the Agreement, as amended, to
provide for certain benefits to Executive in the event of a change in control of
the Company, and for other benefits.
Now, therefore, for due consideration, the parties agree as follows.
1. Section 4 of the Agreement, as amended, will be amended to add the
following provision:
"4.6 Executive shall be reimbursed by the Company for an
amount of up to $2,500 per year during the term of this
Agreement and for one year thereafter, for tax planning and
preparation services."
2. Subsection (c) of the Amendment No. 1 to the Agreement shall be
amended to read as follows:
"Upon Executive's entitlement to benefits under Subsection
(b), (i) the Company shall pay Executive, or in the event of
Executive's subsequent death or disability, Executive's
beneficiaries, estate or other representative, a sum equal to
three (3) full years Base Salary, immediately prior to the
Change in Control, less all required and applicable
withholding, regardless of the remaining term under the
Agreement; and (ii) any and all unvested stock options and
related rights shall immediately vest and shall be exercisable
for a period of three (3) years from the date of termination.
The amount referenced in (i) above shall be paid in a lump sum
within ten (10) days of the date of termination or
resignation.
3. Except as provided in this Amendment No. 2, the Agreement and
Amendment No. 1 shall remain in full force and effect. Section 9 through 18, of
the Agreement are incorporated herein and made a part of this Amendment by this
reference.
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In Witness Whereof, the parties have executed this Amendment No. 2 as
of the date first above written.
The Company: Executive:
Westbridge Research Group
A California corporation
/s/ Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Chairman
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