EXHIBIT 10.20
AMENDMENT TO EMPLOYMENT AGREEMENT
This agreement is made and entered into by and between SpatiaLight, Inc.
(the "Company") and L. Xxxx Xxxxxx ("Xxxxxx") as of September 19, 1997 (the
"Effective Date") with reference to the following facts:
A. On or about February 17, 1997, Xxxxxx and the Company entered into
an Employment Agreement, pursuant to which Xxxxxx was initially
employed by the Company as its Senior Executive Vice President and
Chief Operating Officer, and later as its President and Chief
Operating Officer (the "Employment Agreement");
B. The Company and Xxxxxx now wish to amend the Employment Agreement as
follows:
AMENDMENTS
1. Paragraph 2.3 of the Employment Agreement shall be struck in its
entirety and replaced with the following language:
2.3 EQUITY STAKE: The Board has previously approved the issuance
to Xxxxxx of two separate options to purchase a total of
520,000 shares of the Company's common stock (the "Options") in
accordance with the Company's Stock Option Plan (the "Plan").
The Plan provides that fifty percent of the options vest upon
the completion of one year's service and the remaining fifty
percent of the options vest upon the completion of the second
year service. However, in the event that the Company files
for bankruptcy protection pursuant to the United States
Bankruptcy Code, the parties have agreed that all of the
options issued pursuant to the Option shall become fully vested
as of the date the Company files its Petition for Bankruptcy
Protection. The Options shall be further amended to provide
that in the event of a Change of Control of the Company, all of
the options issued pursuant to the Options shall become fully
vested as of the date of the Change in Control. A "Change in
Control" is defined herein as a transaction or a series of
related transactions resulting in the sale of all or
substantially all of the Company's assets or a merger or
consolidation, or sale or transfer of securities, which results
in any entity which does not currently hold any of the
outstanding voting securities of the Company (as determined
immediately prior to such merger or consolidation or sale or
transfer of stock) owning, directly or indirectly, thirty-three
percent or more of the beneficial interest in the outstanding
voting securities of the Company or the surviving corporation
that controls the Company or of such surviving corporation's
parent corporation (determined immediately after such merger or
consolidation or sale or transfer of stock). Except as
otherwise provided herein, the Option shall be subject to the
terms and conditions of the Company's stock option plan and the
Company's standard form of stock option agreement, as amended
in accordance with this Agreement, which Xxxxxx shall be
required to sign as a condition to receiving the Options as
provided herein.
ADDITIONAL OPTIONS: After the occurrence of an equity
financing during the nine months following the Effective Date
in which the Company sells equity securities of the Company in
an amount not less than Three Million Dollars ($3,000,000.00),
Xxxxxx shall be granted an additional stock option to purchase
that number of shares of Common Stock determined by the
following formula: the number of shares of the Company times
four and one-third percent (4.33%) less the number of shares
subject to options previously granted to Xxxxxx. If such
formula produces a negative number, then Xxxxxx shall not
receive this Additional Option. The exercise price of this
option shall be
the fair market value at the time of the grant of the option.
This Additional Option shall be immediately exercisable.
2. Paragraph 3 of the Employment Agreement shall be struck in its
entirety and replaced with the following language:
3. TERM OF EMPLOYMENT: Xxxxxx' employment with the Company pursuant to
this Agreement is for a five year period, commencing on the
Commencement Date, subject to the provisions regarding termination
set forth below (the "Term"). If neither party gives the other
written notice of termination or a desire to change the provisions
herein, this Agreement shall be automatically renewed for an
additional one (1) year period (the "Renewal Term"). Thereafter, if
neither party gives the other written notice of termination or a
desire to change the provisions herein, on or before the thirtieth
(30th) day prior to the expiration of each Renewal Term, this
Agreement shall be renewed for an additional one (1) year period.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year written below:
SPATIALIGHT, INC.
Date:_____________________ By:__________________________________
Its:_________________________________
Date:_____________________ _____________________________________
L. Xxxx Xxxxxx
