Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (the "Amendment") is entered
into as of March 16, 2006 by and between Global Cash Access, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxx III ("Executive").
R E C I T A L S
WHEREAS, the Company and Executive have entered into that certain
Employment Agreement, dated as of July 12, 2004 (the "Agreement"); and
WHEREAS, the Company and Executive desire to amend the Agreement in
accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the Company and Executive hereby agree to amend the
Agreement as follows:
A M E N D M E N T
1. Definitions; References; Interpretation. Except as otherwise provided
herein, capitalized terms used in this Amendment shall have the definitions set
forth in the Agreement. Each reference to "this Agreement," "hereof,"
"hereunder," "herein" and "hereby" and each other similar reference contained in
the Agreement shall from and after the date hereof refer to the Agreement, as
amended hereby.
2. Amendment.
(a) Section 4.3.5 of the Agreement is hereby restated in its entirety
to read as follows:
"4.3.5 Group Medical Coverage. The Company shall, following the
Executive's timely election, provide the Executive with continued
coverage for the remainder of the Term under the Company's group
health insurance plans in effect upon termination of Executive's
employment without Cause or for Good Reason in accordance with the
provisions of the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA"), at no cost to Executive. If the remaining Term exceeds
the Executive's maximum period of COBRA entitlement (including any
extensions permitted by applicable state law), the Company shall, for
the remainder of the Term, make monthly payments to the Executive
equal to the applicable COBRA premium as in effect for the last month
during which such COBRA coverage was available.
(b) Section 4 of the Agreement is hereby amended by the addition of
the following Section 4.9:
"4.9 Compliance with Section 409A of the Code. This Agreement is
intended to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the "Code") (or any regulations or rulings
thereunder), and shall be construed and interpreted in accordance with
such intent. Notwithstanding anything to the contrary in this
Agreement, the Company, in the exercise of its sole discretion and
without the consent of Executive, shall have the authority to delay
the payment of any amounts or the provision of any benefits under this
Agreement to the extent it deems necessary or appropriate to comply
with Section 409A(a)(2)(B)(i) of the Code (relating to payments made
to certain "key employees" of certain publicly-traded companies) as
amplified by any Internal Revenue Service or U.S. Treasury Department
guidance as the Company deems appropriate or advisable. In such event,
any amounts or benefits under this Agreement to which Executive would
otherwise be entitled during the six (6) month period following
Executive's termination of employment will be paid on the first
business day following the expiration of such six (6) month period.
Any provision of this Agreement that would cause the payment of any
benefit to fail to satisfy Section 409A of the Code shall have no
force and effect until amended to comply with Code Section 409A (which
amendment may be retroactive to the extent permitted by the Code or
any regulations or rulings thereunder)."
3. Terms of Agreement. Except as expressly modified hereby, all terms,
conditions and provisions of the Agreement shall continue in full force and
effect.
4. Conflicting Terms. In the event of any inconsistency or conflict between
the Agreement and this Amendment, the terms, conditions and provisions of this
Amendment shall govern and control.
5. Entire Agreement. This Amendment and the Agreement constitute the entire
and exclusive agreement between the parties with respect to the subject matter
hereof. All previous discussions and agreements with respect to this subject
matter are superseded by the Agreement and this Amendment. This Amendment may be
executed in one or more counterparts, each of which shall be an original and all
of which taken together shall constitute one and the same instrument.
(remainder of page intentionally left blank)
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment No.
1 to Employment Agreement as of the date first set forth above, to be effective
upon the Effective Date.
GLOBAL CASH ACCESS, INC. XXXXX X. XXXXXXX
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx III,
President and Executive Vice President and
Chief Executive Officer Chief Financial Officer
