AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
99.7
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT dated as of December 2, 2005 (this
"Amendment"), is entered into by and between Xxxxxx Xxxxx (hereinafter called
"Employee"), and Genius Products, Inc. (hereinafter the "Employer"), with
reference to the following:
RECITALS
WHEREAS,
Employee and Employer entered into that certain Employment Agreement made as
of
July 23, 2005 (the “Employment Agreement”);
WHEREAS,
Employee and Employer desire by this Amendment to amend the Employment Agreement
in order to, among other things, (a) revise the terms of the Employment
Agreement, and (b) further amend, modify and supplement the Employment Agreement
as set forth herein.
NOW,
THEREFORE, in consideration of good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged by the parties to this Amendment,
Employee and Employer hereby agree as follows:
1. Recitals.
The
Recitals set forth above are incorporated as though set forth in
full.
2. Services;
Title.
Section
1
is modified to provide that Employees title is “Executive Vice President and
General Counsel.”
3. Compensation,
Benefits and Reviews.
Section
2(a) is modified to provide for a salary of $190,000.00 per year.
Section
2(b) is modified to state, “pay Employee a year-end performance bonus in the
form of cash as well as stock options of Genius Products, Inc. Common Stock,
commensurate with other Executive Vice Presidents of Employer.”
A
new
clause (h) is added to Section 2 of the Employment Agreement and reads, “Pay
employee a car allowance of $800 per month.”
4. Term
and Termination.
The
first paragraph of Section 3 is modified to state, “The term of this Agreement
may be terminated “at will” by Employer at any time and for any reason or for no
reason. In the event Employee shall be terminated by Employer without “Cause,”
Employer shall provide Employee with the compensation required by clause (a)
of
Paragraph 2 of this Agreement as of the termination date for a twelve (12)
month
period (the “Severance Period”) following the date of such termination, and, in
addition, at Employer’s discretion, either pay for the health insurance required
by clause (e) of Paragraph 2 of this Agreement during the Severance period
or
pay
Employee the value of such health insurance for the severance period
(“Severance”) plus all accrued but unpaid salary and vacation time to the date
of termination, with the 12 months salary portion of all such Severance payable
in cash in a lump sum (less deductions required by law) due immediately upon
termination. Upon termination of Employee's employment with Employer for Cause,
Employer shall be under no further obligation to Employee for salary or other
compensation except to pay all accrued but unpaid salary and accrued vacation
time to the date of termination.
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Other
than the above, Section 3 shall remain the same in all respects, however, a
new
third paragraph shall be inserted which states, “In the event Employer moves its
primary offices to a location more than fifty (50) miles from its current
location, and Employee is required to be present at Employer’s new primary
offices on a regular basis more than two (2) days per week during any 30 day
period, or fails to pay Employee for hotel expenses when Employee deems it
necessary to stay at a hotel for business purposes near the new primary offices,
Employee may deem this to be a termination without “Cause” as provided for by
this Section 3. “Regular basis” shall not be deemed to commence for the first
thirty (30) days following any change in control of Employer, or the first
thirty (30) days following the move of the primary offices.
5.
The
word “any” in Section 2(e)(iii) is changed to the word “all”.
6.
Original
Agreement.
Except
as specifically herein amended, the Employment Agreement is and shall remain
in
full force and effect according to the terms thereof. In the event of any
conflict between the Employment Agreement and this Amendment, this Amendment
shall control.
7. Entire
Agreement.
This
Amendment coupled with the Employment Agreement contain the
entire agreement between Employer and Employee relating to Employee’s employment
with Employer, and they supersede all previous agreements, whether oral or
written.
8. Counterparts.
This
Amendment may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, this Amendment has been executed by the parties as of the
date
first referenced above.
"Employee"
/s/
Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
"Employer"
Genius
Products, Inc.
By:
/s/
Xxxxxx Xxxxxxxxxx
Its:
Chief Executive Officer
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