AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment"), dated April 19, 2004, modifies the
Employment Agreement dated August 1, 2003 (the "Original Employment Agreement"),
between CAMINOSOFT CORPORATION ("Company") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Employee").
1. Except as provided herein, this Amendment in no way modifies or shall
constitute a waiver of any rights or obligations of the parties under the
Original Employment Agreement.
2. Employee's title shall be to serve as Chief Operating Officer and Chief
Financial Officer as of the date hereof. Employee's job duties will be to
perform the typical and standard duties of Chief Operating Officer and Chief
Financial Officer reporting to the Chief Executive Office or as otherwise
directed by the Board of Directors of the Company. Employee shall remain a
member of the Board of Directors of the Company.
3. Employee will retain his current physical office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
4. Employee shall receive the same Management By Objective ("MBO") bonus
as Company's Chief Executive Officer.
5. Employee is granted an option to purchase three hundred thousand
(300,000) shares of common stock of the Company when they become available upon
approval by shareholders to expand the Company's qualified employee stock option
plan. The per share option price is to be the closing price of the shares on
April 19, 2004. The options shall be fully vested immediately.
6. During the term of his employment only, Employee will receive a bonus
in an amount equal to one percent (1%) of the total amount paid to Company if
there is a change of control of Company (meaning not less than 51% of the common
shares fully diluted are sold in a single transaction other than on a retail
basis), a sale of its assets, if it merges with or is otherwise acquired by any
other entity or person(s) or if it licenses its technology in a single
transaction that exceeds $1,000,000 in royalties to the Company.
1.
7. At any time, including after the expiration of the Original Employment
Agreement, if Employee is terminated without cause, Employee will be entitled to
six (6) months severance pay without benefits or reimbursements, payable as it
would be paid as if Employee's employment were continuing. If Employee is
terminated without cause at any time prior to February 1, 2005, Employee will
receive such severance pay from the date of termination through August 1, 2005.
8. All other terms of the Original Employment Contract remain in full
force and effect.
9. This Amendment shall be governed under the laws of the State of
California.
10. This Amendment may only be amended in writing signed by the Chairman
of the Board of the Company.
11. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supercedes any prior or contemporaneous
oral or written agreements with respect to the subject matter hereof.
Dated: __________________, 2004 ___________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
CAMINOSOFT CORPORATION
Dated: _________________, 2004 By: __________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
2.
