Amendment of Paragraph 3. 2(a). Paragraph 3.2(a) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
(a) Bonus Upon Sale of Assets or Control of the Company. If during the term of the Agreement (i) all or substantially all of the assets of the Company or more than fifty percent (50%) of the issued and outstanding voting shares of the Company are, in any transaction or series of transactions, acquired by any one person or entity not then affiliated with the Company, or (ii) control of the Company is taken over by a group of shareholders when no significant change of ownership has taken place, or (iii) a liquidity event such as a merger, acquisition, strategic alliance or any other event that could bring substantial capital into the company and any of these events listed require that the Employee be terminated, leave the company, replaced or any other event that no longer allows or requires the Employee to remain with the Company, then the Company shall pay to the Employee a bonus equal to three (3) times the Employee's Annual Compensation (for purposes of this Paragraph 3.2(a), "Annual Compensation" shall be defined as the sum of the Employee's then-current Base Salary and the average of the two (2) highest bonuses paid to the Employee by the Company) plus the amount of I.R.S. Code 280 G taxes payable by the Employee. In addition, all stock options referred to in this Agreement, whether earned or unearned, shall be deemed to be valued at two (2) times the then aggregate price value of the Company's capital stock (See Paragraph 3.
Amendment of Paragraph 3. Paragraph 3.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Paragraph 3. 1. The first sentence of Paragraph 3.3.1 of the SPE Sublicense Agreement is amended to change “[***]” to “[***]”. Paragraph 3.3.1 of the SPE Sublicense Agreement is hereby amended and restated in its entirety as follows:
3.3.1 If Philips or its Affiliates enters into a Naked License or Naked Sublicense based on the FOSSL IP then Philips shall pay [***] of the Reasonably Perceived Net Value to SPE ([***]), if and when that value is realized by Philips or its present or future Affiliates. ….
Amendment of Paragraph 3. Paragraph 3.2 of the R&D Agreement is hereby modified and amended to read in its entirety as follows:
Amendment of Paragraph 3. 1: Effective as of the date hereof, Paragraph 3.1 of the Lease is hereby amended in its entirety to read as follows:
Amendment of Paragraph 3. As provided in the Option Agreement, Lessee has irrevocably waived and relinquished its right under Paragraph 3.2 of the Lease to terminate the Lease as of June 30, 1996, and June 30, 1998; and in furtherance of the foregoing, Lessor and Lessee hereby amend Paragraph 3.2 of the Lease by deleting therefrom the words "second, fourth, sixth, eighth" in the third sentence of said paragraph, which sentence begins in the tenth (10th) line of said paragraph with the phrase "Notwithstanding anything to the contrary in this Lease, ..."
Amendment of Paragraph 3. The following language is hereby added to the end of Paragraph 3: "At such time as (i) Tenant's uncommitted cash on-hand ("Cash Reserve"), and (ii) the excess of Tenant's assets over its liabilities ("Net Worth") each exceeds $4,000,000, as evidenced by audited financial statements delivered to Landlord, Tenant shall receive a rent credit equal to the lesser of (y) the costs incurred by Tenant to complete the initial tenant improvements pursuant to Exhibit B, or (z) $82,965.00. The rent credit shall be applied in twelve (12) equal monthly installments against the amounts of Base Rent next becoming due, beginning with the month immediately following the month in which Xxxxxx delivers such evidence to Landlord."
Amendment of Paragraph 3. 5.1 (under Naked (Sub)licenses and Cross Licenses). The first sentence of paragraph 3.5.1 is amended to change “[***] of the Reasonably Perceived Net Value” to “[***] of the Reasonably Perceived Net Value.”. The first sentence of Paragraph 0.0.xx 1 hereby amended and restated as follows:
3.5.1 If Philips or its Affiliates enters into a Naked License or Naked Sublicense based on the FOSSL IP then Philips shall pay [***] of the Reasonably Perceived Net Value to Xxxxxx ([***]), if and when that value is realized by Philips or its present or future Affiliates. …. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED
Amendment of Paragraph 3. Rent subparagraph 3(c) of the Addendum to the ------------------------- Marina Village Net Office-Tech Lease is revised to read as follows:
Amendment of Paragraph 3 a. Paragraph 3(a) of the Lease is hereby amended to read as follows:
(a) Tenant shall pay to Landlord as rental the amount specified in the Basic Lease Information as the Base Rent. Base Rent for the first month of the term of this Lease shall be payable upon Txxxxx’s execution of this Lease and for each month of the term thereafter, in advance on or before the first day of the month.”
b. Paragraph 3(b) of the Lease is hereby deleted in its entirety.
c. The third sentence of Paragraph 3(d) of the Lease is hereby amended to read as follows: “Accordingly, if any installment of Base Rent or any other sums due from Tenant shall not be received by Landlord on the date due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount if such installment is not paid by Tenant within five (5) days after Lxxxxxxx’s notice to Tenant that such amount is owing; provided, that, if Txxxxx’s rent installment is not paid on the date due one (1) time in any twelve month (12) period, then no further notice shall be required thereafter for the next twenty-four (24) month period.
d. The first sentence of Paragraph 3(e) of the Lease is hereby amended to read as follows: “Any amount payable by Tenant to Landlord, if not paid when due, shall bear interest from the date due until paid at the rate of ten percent (10%) per annum, provided that interest shall not be payable on late charges incurred by Tenant nor on any amounts upon which late charges are paid by Tenant to the extent such interest would cause the total interest to be in excess of that legally permitted.”
