Amendment to LaPine Employment Agreement. Semotus and Anthony LaPine shxxx xxve executed and delivered to Flint an xxxxxxxxx xo Mr. LaPine's existing employment agreement, in a form reasxxxxxx xxxxxfactory to Flint, effectuating the following: (i) Mr. LaPine's title shall change from Chairman and Chief Exxxxxxxx Xxxxxxx to Chairman; (ii) Mr. LaPine's job description shall change to performing sexxxxxx xxxxxnsurate with his position as Chairman, maintaining Semotus' public listing and SEC compliance and managing the day-to-day operations relating to the Semotus Business; (iii) Mr. LaPine shall be issued Two Million One Hundred Fifty-Exxxx Xxxxxxxx (2,158,000) shares of voting restricted common stock of Semotus (evidencing an approximate six percent (6%) ownership of Semotus on a fully-diluted basis taking into account the Semotus Shares issued to Flint at the Closing but excluding for these purposes any shares outstanding or available for issuance under Semotus' existing stock option plans); and (iv) Mr. LaPine shall have the right to purchase (at any time wxxxxx xxx three-year period commencing on the date of Closing) or, in the event the Board shall determine to dispose of the Semotus Business unit prior to the end of such three-year period, a right of first refusal with respect thereto, in exchange for (1) the 2,158,000 shares issued in accordance with this Section 8.2(f) or (2) the fair market value of the Semotus Business at the time Mr. LaPine exercises his right to purchase payable by delixxxx xx xxe shares issued in accordance with this Section 8.2(f) or cash, whichever is less. "Semotus Business" as used in this Section 8.2(f) shall have the meaning set forth in Section 7.18 and shall expressly include all Intellectual Property and all assets (including cash and cash equivalents, personnel and accounts receivable) and liabilities (including accounts payable, accrued liabilities, lease obligations and personnel obligations) of the Semotus Business at the time the right of first refusal is exercised.
