EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Agreement"), dated as of
August 12, 2008 and effective as of March 5, 2008 (the "Amendment Date"), is
between ESCALA GROUP, INC., a Delaware corporation (the "Company"), and XXXXX
XXXXXXX, an individual ("Executive").
WHEREAS, the Company and Executive are parties to an Amended and Restated
Employment Agreement, dated as of December 5, 2006 (the "Original Agreement"),
pursuant to which Executive has been employed by the Company as its General
Counsel and Executive Vice President;
WHEREAS, the parties desire to amend the Original Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Effective as of the Amendment Date, the last sentence of paragraph (a)
of Section 2 ("Employment") of the Original Agreement is hereby amended to read
as follows:
"Executive shall serve as the General Counsel, Chief Administrative
Officer and Executive Vice President of the Company, and shall report
to the Chief Executive Officer and Board of Directors of the Company."
2. Effective as of the Amendment Date, the words "New York, New York", as
they appear in the first sentence of paragraph (c) of Section 2, shall be
replaced by the words "Bethel, Connecticut."
3. Effective as of the Amendment Date, subparagraph (ii) of paragraph (e)
of Section 4 ("Termination of Employment") of the Original Agreement is hereby
amended to read in is entirety as follows:
"(ii) Executive no longer holds the offices of both General Counsel
and Chief Administrative Officer of the Company, or her functions
and/or duties are materially diminished;"
4. Effective as of the Amendment Date, subparagraph(iii) of paragraph (e)
of Section 4 ("Termination of Employment") of the Original Agreement is hereby
amended to read in its entirety as follows:
"(iii) Executive's job site is relocated to a location which is more
than 100 miles from Bethel, CT, unless the parties mutually agree to
such relocation,"
5. This Agreement is governed by the laws of the State of New York, without
giving effect to principles of conflict of laws.
6. Except as specifically amended hereby, the Original Agreement shall
remain in full force and effect in accordance with its terms. This Agreement
shall not constitute an amendment to or modification of any other agreement
between the parties hereto. Capitalized terms used herein and not otherwise
defined will have their meanings as set forth in the Original Agreement.
ESCALA GROUP, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx,
President and Chief Executive Officer
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
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