AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") to the Employment Agreement dated as of
January 1, 1998 (the "Agreement"), by and between XXXXXXXXXX.XXX INC. (formerly
ModaCAD, Inc.) (the "Employer"), and XXXXX XXXXXXXX (the "Executive") is dated
and made effective as of October 1, 1999.
WITNESSETH:
WHEREAS, the Agreement provides for a fixed salary to be paid to Executive
during the Employment Term;
WHEREAS, subject to the terms and conditions set forth herein, the Employer
and Executive have agreed to amend the Agreement to specify a new salary; and
WHEREAS, Employer and Executive wish to set forth in this Amendment certain
respective rights and obligations, as herein provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations contained herein, Employer and Executive hereby agree as
follows:
1. Definitions
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings set forth in the Agreement.
2. Amendments
(a) Section 2.1 of the Agreement is amended by replacing the phrase "salary
at the rate of Two Hundred Thousand Dollars ($200,000) per year" with the phrase
"salary at the rate of Two Hundred Thirty Thousand Dollars ($230,000) per year
effective on and after January 1, 2000".
(b) The entire text of the first clause of Section 2.7 of the Agreement is
deleted and replaced with the following text: "During the Employment Term and
continuing for the life of Executive thereafter,".
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(c) Section 2.9.1 of the Agreement is amended as follows:
(1) The second sentence of Section 2.9.1 of the Agreement is amended
by adding the following text after the phrase "The Option shall be
exercisable based on the following schedule:" and before the phrase "With
respect to calendar year 1998":
"With respect to calendar year 1999, as of December 31, 1999, a portion of
the Option to purchase Sixty-six Thousand Six Hundred Sixty-six (66,666)
shares shall vest and become exercisable; with respect to calendar year
2000, as of December 31, 2000, a portion of the Option to purchase
Sixty-six Thousand Six Hundred Sixty-six (66,666) shares shall vest and
become exercisable; and with respect to calendar year 2001, as of December
31, 2001, a portion of the Option to purchase Sixty-six Thousand Six
Hundred Sixty-seven (66,667) shares shall vest and become exercisable,
provided that Executive is an employee of, or consultant to, Employer on
each applicable date. The Option, however, is subject to accelerated
exercisability, in addition to any portion of the Option previously vested
as provided herein, as follows:".
(2) The fourth through sixth sentences of Section 2.9.1 of the
Agreement are amended by replacing the text following the phrase "The
Option shall be exercisable" but preceding the phrase "hereto, providing,
among other things" with:
"at a price per share equal to one hundred percent (100%) of the fair
market value of a share of Employer's common stock on the Date of Grant, as
provided in the Stock Option Agreement to be entered into with Executive.
Any portion of the Option which becomes vested and exercisable shall be
exercisable for a period of five (5) years from the Date of Grant. The
grant of the Option shall be made pursuant to a written stock option
agreement, in substantially the form attached hereto as Exhibit A".
3. Effect of Amendments
Except as expressly modified by the provisions of this Amendment, the
Agreement and all of the terms, provisions and conditions thereof shall for
all purposes remain unchanged, and in full force and effect, and are
approved, ratified and confirmed, and from and after the date hereof all
references to the Agreement in any other agreement to which any of the
undersigned are parties shall mean the Agreement as amended hereby.
4. Counterparts
This Amendment may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute
one and the same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by each party hereto as of the day and year first above written.
XXXXXXXXXX.XXX INC.
By: /s/ XXXXXXXX XXXXXXXXX /s/ XXXXX XXXXXXXX
-------------------------- --------------------------
Name: Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx
Title: President
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