AMENDING AGREEMENT
AMENDING
AGREEMENT
THIS
AGREEMENT made the 5th day of
February, 2009, to be effective as at the 5th day of
February, 2009 (the “Effective
Date”)
BETWEEN:
LML PAYMENT SYSTEMS INC., a
corporation continued under the laws of the Yukon Territory of 1680 – 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(the
“Company”)
AND:
XXXXXXX X. XXXXXX, businessman
of, Vancouver, B.C.
(the
“Executive”)
|
A.
|
The
Company and the Executive are parties to an employment agreement dated
March 31, 2008 (the “Original Agreement”)
whereby the Company has retained the services of the Executive in acting
as its President and Chief Executive Officer and Chairman of the board of
directors of the Company (the “Board”);
|
|
B.
|
The
Board has determined that it is in the best interests of the Company that
the Executive cease to be the President of the Company and be replaced in
that office by Mr. Xxxxx Xxxxxxx who is, as of the date hereof, the
President and Chief Executive Officer (“CEO”) of Beanstream
Internet Commerce Inc., a wholly-owned subsidiary of the Company and that
the Executive continue as the Chairman of the Board and CEO of the
Company;
|
|
C.
|
Section
11.2(b) of the Agreement provides, in effect, that “the assignment to the
Executive of duties inconsistent with this Agreement or a change in his
titles or authority” is “Good Reason” (as defined in the Agreement) to
allow the Executive to terminate the Agreement and, thereby, to trigger
the payments to him contemplated in section 11.7 of the
Agreement;
|
|
D.
|
It
is appropriate to amend the Original Agreement in order to reflect such
changes in management of the Company and also for the Executive to waive
his rights under section 11.2(b) in respect of his ceasing to be
President of the Company; and
|
|
E.
|
The
parties now wish to make certain amendments to the Original Agreement upon
the terms and conditions set out in this
Agreement;
|
|
1.
|
Section 2.1
of the Original Agreement is deleted in its
entirety.
|
|
2.
|
The
following provision is added to the Original Agreement as a new
section 2.1:
|
“2.1 The
Executive agrees to perform the duties and responsibilities of the Chief
Executive Officer of the Company and the Chairman of the board of directors of
the Company (the “Board”). The
Executive’s duties will include the day-to-day management of the Company,
attendance at all Board meetings and Board committee meetings, and such other
incidental duties and responsibilities as may be reasonably required by the
Company and assigned to the Executive by the Board from time to time
(hereinafter collectively referred to as the “Services”).”
|
3.
|
All
provisions of the Original Agreement which are not amended by this
Agreement remain unchanged and the amendments contemplated in
sections 1 and 2 hereof taken together with all other unamended
provisions of the Original Agreement form the employment agreement between
the Company and the Executive as if such amendments formed part of the
Original Agreement.
|
|
4.
|
The
Executive hereby waives all his rights under section 11.2(b) of the
Agreement with respect to the changes to his duties, titles and authority
resulting from his ceasing to be the President of the Company as of the
Effective Date.
|
|
5.
|
This
Agreement shall become binding upon the parties on the Effective
Date.
|
| Per: | ||
| /s/ Xxxx XxxXxx | ||
| Authorized Signatory | ||
| /s/ Xxxxxxx X. Xxxxxx | /s/ Xxxxxxx Xxxxxx | |
|
Signature
|
Witness
Signature
|
|
| Xxxxxxx Xxxxxx | ||
|
Print
Witness Name
|
||