EXHIBIT 10.30
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxxx Xxxxxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Executive has been
instrumental in helping the Company satisfy its liabilities and attain solvency
over the preceding years and is being asked to perform a significant role in
determining the future course of the business. In order to (i) ensure that the
Company might retain his knowledge, expertise and services in such endeavor, and
(ii) retain the continuing commitment of the Executive to provide the Company
with the substantial time and attention necessary to meet the needs of the
Company, the Company and the Executive agree that the Agreement shall be amended
as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as provided in Section 2 above. The provisions of Section 4
through 13 hereof and the C.O.B.R.A. obligations set forth in Section 2 shall
survive the termination of the Agreement and shall continue thereafter in full
force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition or deletion of a total of two or more Directors,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below
or (iv) there is a change of control of the Company, defined as (a) the
acquisition by any person or group of beneficial ownership, direct or indirect,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding equity securities or (b) the merger or
consolidation of the Company with or into, or the sale or assignment of all or
substantially all the assets of the Company to, another person or entity,
provided that following such transaction the holders of voting stock of the
Company immediately prior to such transaction do not own more than 50% of the
voting stock of the company surviving such transaction or to which such assets
are sold or assigned, then, in any of such events, in addition to any other
rights of the Executive under this Agreement, the Executive may at any time
within six (6) months following such change of control terminate this Agreement
and the Company shall then pay to the Executive a lump sum payment equivalent to
one (1) year compensation at the rate set forth on Schedule A, and no further
Services will be required. The Executive shall also be entitled to receive
C.O.B.R.A. health insurance at the Company's expense and any other payments as
provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx
Director
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxx Xxxxx (the
"Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Executive has been
instrumental in helping the Company satisfy its liabilities and attain solvency
over the preceding years and is being asked to perform a significant role in
determining the future course of the business. In order to (i) ensure that the
Company might retain his knowledge, expertise and services in such endeavor, and
(ii) retain the continuing commitment of the Executive to provide the Company
with the substantial time and attention necessary to meet the needs of the
Company, the Company and the Executive agree that the Agreement shall be amended
as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as provided in Section 2 above. The provisions of Section 4
through 13 hereof and the C.O.B.R.A. obligations set forth in Section 2 shall
survive the termination of the Agreement and shall continue thereafter in full
force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition or deletion of a total of two or more Directors,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below
or (iv) there is a change of control of the Company, defined as (a) the
acquisition by any person or group of beneficial ownership, direct or indirect,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding equity securities or (b) the merger or
consolidation of the Company with or into, or the sale or assignment of all or
substantially all the assets of the Company to, another person or entity,
provided that following such transaction the holders of voting stock of the
Company immediately prior to such transaction do not own more than 50% of the
voting stock of the company surviving such transaction or to which such assets
are sold or assigned, then, in any of such events, in addition to any other
rights of the Executive under this Agreement, the Executive may at any time
within six (6) months following such change of control terminate this Agreement
and the Company shall then pay to the Executive a lump sum payment equivalent to
one (1) year compensation at the rate set forth on Schedule A, and no further
Services will be required. The Executive shall also be entitled to receive
C.O.B.R.A. health insurance at the Company's expense and any other payments as
provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ J. Xxxxxxx Xxxxx
---------------------------------
J. Xxxxxxx Xxxxx
Chairman Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxxx Xxxxxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as
provided in Section 2 above. The provisions of Section 4 through 13 hereof and
the C.O.B.R.A. obligations set forth in Section 2 shall survive the termination
of the Agreement and shall continue thereafter in full force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition or deletion of a total of two or more Directors,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below
or (iv) there is a change of control of the Company, defined as (a) the
acquisition by any person or group of beneficial ownership, direct or indirect,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding equity securities or (b) the merger or
consolidation of the Company with or into, or the sale or assignment of all or
substantially all the assets of the Company to, another person or entity,
provided that following such transaction the holders of voting stock of the
Company immediately prior to such transaction do not own more than 50% of the
voting stock of the company surviving such transaction or to which such assets
are sold or assigned, then, in any of such events, in addition to any other
rights of the Executive under this Agreement, the Executive may at any time
within six (6) months following such change of control terminate this Agreement
and the Company shall then pay to the Executive a lump sum payment equivalent to
one (1) year compensation at the rate set forth on Schedule A, and no further
Services will be required. The Executive shall also be entitled to receive
C.O.B.R.A. health insurance at the Company's expense and any other payments as
provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
J. Xxxxxxx Xxxxx
Chairman Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and J. Xxxxxxx Xxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as
provided in Section 2 above. The provisions of Section 4 through 13 hereof and
the C.O.B.R.A. obligations set forth in Section 2 shall survive the termination
of the Agreement and shall continue thereafter in full force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition or deletion of a total of two or more Directors,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below
or (iv) there is a change of control of the Company, defined as (a) the
acquisition by any person or group of beneficial ownership, direct or indirect,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding equity securities or (b) the merger or
consolidation of the Company with or into, or the sale or assignment of all or
substantially all the assets of the Company to, another person or entity,
provided that following such transaction the holders of voting stock of the
Company immediately prior to such transaction do not own more than 50% of the
voting stock of the company surviving such transaction or to which such assets
are sold or assigned, then, in any of such events, in addition to any other
rights of the Executive under this Agreement, the Executive may at any time
within six (6) months following such change of control terminate this Agreement
and the Company shall then pay to the Executive a lump sum payment equivalent to
one (1) year compensation at the rate set forth on Schedule A, and no further
Services will be required. The Executive shall also be entitled to receive
C.O.B.R.A. health insurance at the Company's expense and any other payments as
provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
Director
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ J. Xxxxxxx Xxxxx
------------------------------------
J. Xxxxxxx Xxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxx Xxxx (the
"Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's chief financial officer, including those under the
Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping the
Company satisfy its liabilities and attain solvency over the preceding years and
is being asked to perform a significant role in determining the future course of
the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as chief financial officer since the aforesaid letter agreement has
expired and will not be renewed and (iii) retain the continuing commitment of
the Executive to provide the Company with the substantial time and attention
necessary to meet the needs of the Company, the Company and the Executive agree
that the Agreement shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as
provided in Section 2 above. The provisions of Section 4 through 13 hereof and
the C.O.B.R.A. obligations set forth in Section 2 shall survive the termination
of the Agreement and shall continue thereafter in full force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the composition of the Company's
Board of Directors changes from the date hereof by the addition or deletion of a
total of two or more Directors, (ii) the Company fails to maintain D&O insurance
as provided in Section 6 below or (iii) there is a change of control of the
Company, defined as (a) the acquisition by any person or group of beneficial
ownership, direct or indirect, of securities of the Company representing 50% or
more of the combined voting power of the Company's then outstanding equity
securities or (b) the merger or consolidation of the Company with or into, or
the sale or assignment of all or substantially all the assets of the Company to,
another person or entity, provided that following such transaction the holders
of voting stock of the Company immediately prior to such transaction do not own
more than 50% of the voting stock of the company surviving such transaction or
to which such assets are sold or assigned, then, in any of such events, in
addition to any other rights of the Executive under this Agreement, the
Executive may at any time within six (6) months following such change of control
terminate this Agreement and the Company shall then pay to the Executive a lump
sum payment equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive shall also
be entitled to receive C.O.B.R.A. health insurance at the Company's expense and
any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx
Director
By: /s/ Xxxxxxxx X. Xxxxxxx
_ --------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxxxxx Xxxxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Executive has been
instrumental in helping the Company satisfy its liabilities and attain solvency
over the preceding years and is being asked to perform a significant role in
determining the future course of the business. In order to (i) ensure that the
Company might retain his knowledge, expertise and services in such endeavor, and
(ii) retain the continuing commitment of the Executive to provide the Company
with the substantial time and attention necessary to meet the needs of the
Company, the Company and the Executive agree that the Agreement shall be amended
as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read
as follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence
on the date hereof and continue until terminated by either party in accordance
with this Section 3. Such engagement may be terminated by either party without
cause as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company and during such one (1) year notice period the Maximum Hours Per Week
set forth on Schedule A shall be applicable. Following termination of this
Agreement, the Company shall pay to the Executive all compensation and benefits
that had accrued, and shall reimburse all expenses incurred by the Executive,
prior to the date of termination in accordance with Section 2 hereof, and the
Company will provide at its sole expense health care insurance to the Executive
under C.O.B.R.A as provided in Section 2 above. The provisions of Section 4
through 13 hereof and the C.O.B.R.A. obligations set forth in Section 2 shall
survive the termination of the Agreement and shall continue thereafter in full
force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read
as follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the composition of the Company's
Board of Directors changes from the date hereof by the addition or deletion of a
total of two or more Directors, (ii) the Company fails to maintain D&O insurance
as provided in Section 6 below or (iii) there is a change of control of the
Company, defined as (a) the acquisition by any person or group of beneficial
ownership, direct or indirect, of securities of the Company representing 50% or
more of the combined voting power of the Company's then outstanding equity
securities or (b) the merger or consolidation of the Company with or into, or
the sale or assignment of all or substantially all the assets of the Company to,
another person or entity, provided that following such transaction the holders
of voting stock of the Company immediately prior to such transaction do not own
more than 50% of the voting stock of the company surviving such transaction or
to which such assets are sold or assigned, then, in any of such events, in
addition to any other rights of the Executive under this Agreement, the
Executive may at any time within six (6) months following such change of control
terminate this Agreement and the Company shall then pay to the Executive a lump
sum payment equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive shall also
be entitled to receive C.O.B.R.A. health insurance at the Company's expense and
any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
SIMON WORLDWIDE, INC.
By: /s/ J. Xxxxxxx Xxxxx
--------------------------------
J. Xxxxxxx Xxxxx
Director
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxx
Director
The Executive
/s/ Xxxxxxxx Xxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxx
