SERVICES AGREEMENT AMMENDMENT #1
This Amendment (#1), dated December 1st, 2007("the Amendment Date"), is between
Xxxxxxx Xxxxxxx ("Xxxxxxx" or "the Executive") and Direct Insite Corp. ("DIRI"),
and amends the Services Agreement between the parties dated August 1st, 2006,
(the "Agreement").
RECITALS
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WHEREAS, DIRI and BEECHER entered into the Agreement and now desire to amend the
Agreement in certain respects, with this Amendment to be effective on and after
December 1st, 2007, (the "Amendment Effective Date");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, DIRI and BEECHER agree to amend the sections of
the Agreement as follows:
3. Term. Subject to earlier termination on the terms and conditions hereinafter
provided, the term of this Services Agreement shall be from August 1st, 2006
until December 31st, 2009. Upon mutual written agreement of both Parties this
Services Agreement may be extended until December 31st, 2010.
4. Compensation. For all services rendered by BEECHER under this Agreement,
compensation shall be paid to BEECHER as follows:
(a) Effective the date of this Amendment and for the remaining term of the
Agreement BEECHER shall receive $14,583.33 per month as compensation. Prior
stock options awards to purchase shares of Direct Insite Corp. common stock
shall continue to vest ratably on a monthly basis to July 31st, 2008. Effective
December 1st, 2007 until December 31st, 2009 BEECHER shall receive a monthly
stock grant in the amount of (2,500) shares of Direct Insite Corp. restricted
common stock, such restriction shall be removed upon termination of this
Agreement.
6. Severance Benefits.
c) The severance benefits under this section in the event of 1.)
termination by the Company without cause or 2.) by BEECHER for Good Reason
within twelve months following a "Change of Control," as defined in Section 14
of the Agreement, shall consist of the immediate vesting of all unvested shares
of common stock and options, and the removal of any restriction upon any shares
of common stock held in BEECHER's name. "Good Reason" is defined as (i) a
material reduction of the Executive's authority, duties or responsibilities and
the Executive has provided the Company with reasonable notice and an opportunity
to cure, (ii) a reduction in the Executive's base salary or (iii); any failure
of the Company materially to comply with and satisfy the terms of this
Agreement. In the event of termination for cause by the Company or voluntary
termination without good reason by BEECHER, unvested restricted stock amounts
shall be forfeited.
d) In the event that Company elects to terminate this agreement without
cause then as severance the Company will pay to BEECHER the equivalent of twelve
months salary upon the date of termination of this Agreement.
Definitions. Capitalized terms used in the Amendment, to the extent not
otherwise defined in this Amendment, shall have the same meanings as in the
Agreement.
Ratifications. The terms and provision set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Agreement.
The terms and provisions of the Agreement, as expressly modified and superseded
by this Amendment, are ratified and confirmed and shall continue in full force
and effect, and shall continue to be legal, valid, binding and enforceable
obligations of the parties.
Counterparts. This Amendment may be executed in several counterparts, all of
which taken together shall constitute a single agreement between the parties.
IN WITNESS WHEREOF, BEECHER and DIRI have caused this Amendment to be executed
as of the date first set forth above.
ACCEPTED AND AGREED TO BY:
DIRECT INSITE CORP. XXXXXXX X. XXXXXXX
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chairman & CEO Title: CFO
Date: Dec 23, 2007 Date: 12/20/2007
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