EMPLOYMENT AGREEMENT AMENDMENT
Exhibit
99.2
EMPLOYMENT
AGREEMENT AMENDMENT
This
Employment Agreement Amendment (this "Amendment"), dated May 15, 2007, is
by and
between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"),
and
Xxxxxx Xxxxxx (hereinafter "Employee"). Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings set forth in the Employment
Agreement (as defined below).
WHEREAS,
Employee and Glowpoint entered into an Employment Agreement on March 11,
2004
(the “Employment Agreement”); and
WHEREAS,
Employee was hired as Vice President, Operations and was promoted to the
Company’s Chief Operating Officer on April 7, 2006 and the Company wishes to
continue to employ Employee, and Employee wishes to continue to work for
Company;
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Position.
Section
1.1 of the Employment Agreement is hereby amended to delete the first sentence
in its entirety and replace it with, “Employee is employed by the Company to
render services to the Company in the position of Chief Operating Officer
for
the two year period commencing as of January 1, 2007.” All references in the
Agreement to “Vice President, Operations” are replaced with “Chief Operating
Officer.”
2. Vacation.
Section
2.7 of the Employment Agreement is hereby amended to delete “3 weeks of
vacation” and insert “four (4) weeks of vacation” in its place.
3. Option
and Additional Restricted Stock Grant.
A new
Section 2.8 and Section 2.9 are hereby added to the Employment
Agreement:
“2.8 Options.
The
Company shall recommend to the Compensation Committee and the Board that
the
Employee be granted stock options (the “Options”) to purchase two hundred fifty
thousand (250,000) shares of Common Stock of the Company, with options to
acquire 125,000 vesting immediately and the balance of the Options vesting
one-third annually thereafter on the anniversary of the grant.
2.9 Additional
Restricted Stock.
The
Company shall recommend to the Compensation Committee and the Board that
Employee be granted restricted stock ("Additional Restricted Stock") in the
amount of one hundred thousand (100,000) shares of Common Stock of the
Company.
(a) Other
than as expressly provided herein, the Additional Restricted Stock shall
be
forfeited if the Employee’s employment with the Company is terminated for any
reason. Notwithstanding the foregoing, the risk of forfeiture of the Additional
Restricted Stock will irrevocably lapse with respect to 50,000 shares upon
the
second anniversary of this Amendment and with respect to the remaining 50,000
upon the fourth anniversary of this Amendment. The Employee may, in his
discretion and subject to the satisfaction of applicable income and employment
tax withholding obligations, make an election under Section 83(b) of the
Internal Revenue Code with respect to the Additional Restricted Stock.
Employee’s entitlement to any Additional Restricted Stock that may be approved
by the Board and/or Compensation Committee is conditioned upon Employee’s
signing of a separate Restricted Stock Agreement and payment of the par value
of
the Additional Restricted Stock if required.
(b) The
risk
of forfeiture of the Additional Restricted Stock shall lapse upon a Change
in
Control or Corporate Transaction (as each is defined in the Restricted Stock
Agreement) as long as Employee remains employed by the Company during the
period
commencing thirty (30) days prior to the date of the Change of Control or
Corporate Transaction.
4. Entire
Agreement.
This
Amendment is the final, complete and exclusive agreement between the Parties
relating to the subject matter hereof, and supersedes all prior or
contemporaneous proposals, understandings, representations, warranties, promises
and other communications, whether oral or written, relating to such subject
matter. Unless specifically amended by this Amendment, all terms of the
Employment Agreement remain unchanged and are in full force and effect. If
any
provision of the Employment Agreement, as amended by this Amendment, is held
by
a court of competent jurisdiction to be unenforceable for any reason, the
remaining provisions hereof shall be unaffected and remain in full force
and
effect.
In
Witness Whereof, the parties have duly executed this Agreement as of the
date
first written above.
| Glowpoint, Inc. | |||
| /s/ Xxxxxxx Xxxxxxxxxx | /s/ Xxxxxx Xxxxxx | ||
|
Xxxxxxx Xxxxxxxxxx |
Xxxxxx Xxxxxx |
||
|
President
and CEO
|
