AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 2
TO
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of November 27, 2006 by and between Spark Networks plc (the “Company”) and Xxxxxxx X. Xxxxxxxx (“Executive”), the Company’s President and Chief Operating Officer. Capitalized terms used herein and not defined shall have the meanings given to them in the Employment Agreement, effective August 31, 2005, between Executive and the Company, as amended by Amendment No. 1 To Employment Agreement, effective March 15, 2006 (the “Agreement”).
Intending to be legally bound hereby, the parties hereto agree that the first sentence of Section 4(a) of the Agreement is amended and restated, in its entirety, as follows: “The Company shall pay to Executive an annual salary at a rate of not less than $287,500 per year (the “Base Salary”), paid in accordance with the Company’s regular and normal payroll practices and withholdings.”
Furthermore, intending to be legally bound hereby, the parties hereto agree that Section 5 of the Agreement is amended and restated, in its entirety, as follows:
“5. TERMINATION:
(a) TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement without cause by giving to the other party thirty (30) days written notice.
(b) TERMINATION UPON DEATH OR DISABILITY. Executive’s employment hereunder shall terminate upon his death. If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from his duties hereunder on a full-time basis for the entire period of three consecutive months, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such six-month period), Executive shall not have returned to the performance of his duties hereunder on a full-time basis, the Company may terminate Executive’s employment hereunder.
(c) TERMINATION BY COMPANY FOR CAUSE. The Company may terminate this Agreement “For Cause” at any time. For purposes of this Agreement “Cause” shall mean and include: (i) a material misappropriation of any monies or assets or properties of the Company, (ii) a material breach by the Executive of the terms of this Agreement that has not been cured within thirty (30) days after written notice to the Executive of such breach, (iii) the conviction of, or plea of guilty or nolo contendere, by the Executive to a felony or to any criminal offense involving the Executive’s moral turpitude or (iv) gross negligence or willful misconduct of the Executive in connection with the material duties required by this Agreement.
(d) TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive may terminate this Agreement for “Good Reason” at any time. Good Reason shall include (a) Company’s requirement that Executive relocate to a location in excess of fifty (50) miles from Company’s current office location or from any future office location acceptable to Executive; or (b) any material breach by Company of this Agreement which is not cured within thirty (30) days of written notice thereof by Executive to Company.
(e) SEVERANCE PAY. If Company terminates this Agreement without cause under Section 5(a) or if Executive terminates this Agreement for Good Reason under Section 5(d), Executive shall be entitled to receive Severance Pay from Company for a period of six (6) months following termination. The amount of Severance Pay to be paid to Executive each month shall be equal to Executive’s monthly salary under Section 4(a) at the time the Agreement is terminated, less applicable payroll tax withholding. Severance pay shall be due and payable regardless of whether or not Executive becomes employed during such six month period.
(f) RETURN OF COMPANY PROPERTY FOLLOWING TERMINATION. Upon termination for whatever reason, the Executive shall return all books, documents, papers, materials and any other property, including any Company vehicles (including the documentation pertaining thereto) which relates to the business of the Company (or any subsidiary, affiliated, or holding companies) which may be in the Executive’s possession or under the Executive’s power or control.”
The parties also agree that when the Company’s Compensation Committee meets for its next regularly scheduled meeting on December 4, 2006, Executive will be granted options to purchase up to 150,000 of the Company’s ordinary shares. The exercise price, per share, of the options will be equal to the fair market value, per share, as quoted on the Frankfurt Stock Exchange, on the date of grant. The options will vest equally on a quarterly basis over a four-year period. The option grant described in this paragraph shall be subject to all of the terms of the Company’s 2004 Share Option Scheme and the option certificate that Executive will receive a copy of which Executive will be required to execute, in connection with such grant.
In consideration for entering into this employment agreement, Executive agrees to forfeit as of December 4, 2006 for no additional consideration, 44,688 of the unvested options to purchase the Company’s ordinary shares granted to him on August 31, 2005 at an exercise price of Euro 7.15. Such options will be cancelled and of no further force and effect as of such date.
Except as expressly amended hereby, the Agreement remains in full force and effect in accordance with its terms. Notwithstanding the foregoing, to the extent that there is any inconsistency between the provisions of the Agreement and this Amendment, the provisions of this Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment on November 27, 2006.
| SPARK NETWORKS PLC |
| /s/ Xxxxx X. Xxxxxxxx |
| By: Xxxxx X. Xxxxxxxx, CEO |
| EXECUTIVE |
| /s/ Xxxxxxx X. Xxxxxxxx |
| Xxxxxxx X. Xxxxxxxx |
