SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) is dated the
28th day
of December, 0000,
X X X X X X X:
LIVE CURRENT MEDIA INC., a
corporation incorporated under the laws of Nevada, USA
(the
“Company”)
OF
THE FIRST PART
- and
-
C. XXXXXXXX XXXXXXX of
Vancouver, British Columbia
(the
“Executive”)
OF
THE SECOND PART
WHEREAS the Company and the
Executive (collectively, “the parties” and individually,
“the party”) entered
into an employment agreement dated as of May 31, 2007 (the “Employment Agreement”)
pursuant to which the Company has been employing the Executive as therein
provided;
AND WHEREAS from the period
beginning on February 1, 2009 and continuing through September 30, 2009 the
Executive deferred $80,000 in compensation (the “Deferred Compensation”) owed
to him under the Employment Agreement;
AND WHEREAS on November 10,
2009 the parties entered into that certain amendment to the Employment Agreement
(the “First Amendment”)
pursuant to which the Executive agreed to accept shares of the Company’s common
stock as payment for the Deferred Compensation;
AND WHEREAS the parties now
wish to amend the Employment Agreement a second time to change the method of
payment the Deferred Compensation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that
in consideration of the premises and the terms and conditions contained herein,
the parties covenant and agree as follows:
1. Amendment to Section
3.1. Section 3.1 of the Employment Agreement, as amended by
the First Amendment, shall be deleted in its entirety and replaced with the
following:
Base
Salary. During the period from June 1, 2007 through January
31, 2009, the Company shall pay the Executive a gross base salary in the amount
of $300,000. From and after February 1, 2009, and continuing during
the period of Executive’s employment hereunder, the Company shall pay the
Executive a gross base salary in the amount of $120,000.00 (the “Salary”) in respect of each
year thereafter, payable in equal instalments on the closest Business Day to the
middle and the end of each calendar month during such year. The
payment of $80,000 of the Salary that was deferred during the period beginning
on February 1, 2009 and ending on September 30, 2009 (the “Deferred Salary”) shall be
reduced by the sum of $8,000 and the balance of the Deferred Salary shall be
paid to the Executive no later than December 31, 2009. The Deferred
Salary shall have deducted from it any amounts as are required by law to be
withheld and deducted by the Company, which amounts shall be remitted by the
Company to the requisite government authorities or agencies.
2. General
Provisions.
(a) Terms and Conditions to Remain the
Same. Except as specifically amended herein, all terms and conditions of
the Employment Agreement shall remain in full force and effect and are hereby
affirmed by the parties.
(b) Headings. The headings used in
this Second Amendment have been inserted for convenience of reference only and
shall not affect the construction or interpretation hereof.
(c) Invalidity of Provisions. Each
of the provisions contained in this Second Amendment is distinct and severable
and a declaration of invalidity or unenforceability of any such provision by a
court of competent jurisdiction shall not affect the validity or enforceability
of any other provision hereof.
(d) Entire Agreement. This Second
Amendment supercedes all prior discussions, representations, warranties and
agreements, both written and oral, among the parties with respect to the subject
matter hereof, and contains the sole and entire agreement among the parties with
respect to the subject matter hereof. No prior drafts of this Second Amendment
and no words or phrases from any such prior drafts shall be admissible into
evidence in any action, suit or other proceeding involving this Second
Amendment.
(e) Waiver. Any term of
this Second Amendment may be waived at any time by the party that is entitled to
the benefit thereof, but no such waiver shall be effective unless set forth in a
written instrument duly executed by or on behalf of the party waiving such term
or condition. No waiver by any party of any term or condition of this Second
Amendment, in any one or more instances, shall be deemed to be or construed as a
waiver of the same or any other term or condition of this Second Amendment on
any future occasion. All remedies, either under this Second Amendment or by any
laws or otherwise afforded, will be cumulative and not alternative.
(f) Binding Effect. This Second
Amendment is binding upon, inures to the benefit of and is enforceable by the
parties and their respective successors and assigns.
(g) Currency. All
amounts in this Second Amendment are stated and shall be paid in Canadian
currency.
(h) Governing Law. This Agreement
shall be governed by and interpreted in accordance with the laws of British
Columbia.
(i) Counterparts. This Second
Agreement may be executed via facsimile transmission and in counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
2.
Acknowledgment by
Executive. Executive acknowledges that he:
(a) has had
sufficient time to review and consider this Second Amendment
thoroughly;
(b) has read
and understands the terms of this Second Amendment and his obligations
hereunder; and
(c) has been
given an opportunity to obtain independent legal advice, or such other advice as
he may desire concerning the interpretation and effect of this Second
Amendment.
IN WITNESS WHEREOF the parties
have executed this Second Amendment as of the day and year first above
written.
| LIVE CURRENT MEDIA INC. | |||
|
|
By:
|
/s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx | |||
|
President
& Chief Corporate Development Officer
|
|||
| Witness | EXECUTIVE | ||
|
/s/ Xxxxxxx Xxxxx
|
/s/ C. Xxxxxxxx Xxxxxxx | ||
| C. XXXXXXXX XXXXXXX | |||
