FIRESTONE COMMUNICATIONS, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement between Firestone
Communications, Inc., a Delaware corporation ("Employer"), and XXXXXXXXXXX X.
XXXXXXXXX ("Employee") is made effective as of September 23, 2005.
PRELIMINARY STATEMENT
The Employer and Employee are parties to that certain Employment Agreement
dated December 20, 2004, whereby Employee is employed as Executive Vice
President, Operations, of Employer (the "Agreement"). In connection with the
terms of that certain Loan Agreement between the Employer and 12K, LLC (the
"Loan"), and for various other good and valid business reasons, the parties
desire to amend the Agreement in accordance with the following terms.
NOW, THEREFORE, the Agreement is hereby amended effective September 23,
2005, in accordance with the following terms and conditions:
1. Section 3.1 of the Agreement is amended to provide that five percent
(5%) of the Employee's base salary shall be deferred until the earlier to occur
of: (a) Employer's net cash flow from operations exceeds $1.00 for a period of
three (3) consecutive calendar quarters ("Cash Flow Threshold"); or (b) the Loan
is repaid in full. At such time as the Employer meets or exceeds the Cash Flow
Threshold or the Loan is repaid in full, the deferred portion of the Employee's
base salary shall be paid to Employee in a lump sum (without interest) and no
further salary deferrals shall be applied pursuant to this Amendment unless
agreed to in writing by Employer and Employee. As stated in the Agreement,
Employee's annual base salary is currently $120,500. Therefore, the deferred
portion of Employee's monthly base salary pursuant to this Amendment shall be
equal to $502 per month.
2. Employee acknowledges and agrees that the deferral of Employee's
base salary pursuant to this Amendment is a voluntary action agreed to by
Employee and shall not constitute "Good Reason" as defined in Section 1.9 of the
Agreement. In the event that Employee's employment with Employer terminates for
any reason prior to the Employer attaining the Cash Flow Threshold, the deferred
base salary shall be forfeited and Employer shall have no obligation to pay the
deferred based salary. In addition, for purposes of determining any severance or
post termination amounts payable to Employee under the Agreement, such amounts
shall be reduced by the deferral percentage set forth in paragraph 1 of this
Amendment if the termination occurs prior to
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the Employer attaining the Cash Flow Threshold.
3. Except as specifically set forth herein, there are no other changes
to the Agreement.
This Amendment to Employment Agreement is executed by the parties hereto
effective the date stated above.
Firestone Communications, Inc.
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, CEO
Signed in the Presence of:
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Printed Name: Xxxxx X. Xxxxx XXXXXXXXXXX X. XXXXXXXXX
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