Exhibit 10.41
InfoNow Corporation
Exhibit 1: Chairman and CEO Employment Agreement Renewal Addendum
December 19, 2003
WHEREAS
The Company wishes to continue the services of Xxxxxxx X. Xxxxxxx as Chief
Executive Officer and Chairman of the Board of Directors ("Employee"). This
document is an addendum ("Addendum") to the April 15, 2000 Employment
Agreement.
NOW THEREFORE, BE IT RESOLVED
That the Secretary of the Company is hereby authorized to act on behalf of
the Company to initiate the following:
1. Base annual salary increased to $250,000 effective January 1, 2004.
2. The terms of the April 15, 2000 Employment Agreement, except as
amended by this document, are extended to March 31, 2006.
3. In the event that the Company, or its successor, terminates you
without cause, as defined in the April 15, 2000 Employment Agreement,
or fails to renew the Employment Agreement, including this addendum,
on or before March 31, 2006, you will receive fifteen months of
severance pay at your full current rate of salary. This may, at your
discretion, be paid over a period of fifteen months or in one lump
sum. You will have the option to remain active on payroll and maintain
the level of benefits currently accorded to you for fifteen months.
The Company shall be deemed to terminate this Agreement upon the
occurrence any of the following events: (i) Employee is assigned any
responsibility or duty materially inconsistent with his position,
duties and responsibilities as Chairman and Chief Executive Officer of
the Company if such event shall continue for a period of 10 days
following written notice from Employee to the Company, (ii) a
reduction in Employee's annual salary or bonus amounts (but not a
change in the goals), (iii) Employee is required to relocate his place
of work or residence to any city or community outside of the Denver,
Colorado metro area, or (iv) the Company's material breach of any
obligation created by the April 15, 2000 Agreement and this Addendum
if such breach shall continue for a period of 10 days following
written notice from Employee to the Company.
4. The Company will pay for an additional $1,000,000 term life policy
payable to your estate in the event of your death during the term of
this agreement, for a total term life policy benefit of $1,500,000.
5. The Company grants to Employee an incentive stock option to purchase
337,500 shares of the Company's common stock. The exercise price of
the options shall be equal to the fair market value of the Company's
common stock on the date of the Stock Option Agreement as determined
by the
Company's board of directors, provided that the fair market value
shall be equal to the mean of the bid and ask price on the close of
business of the date of this Agreement. The options shall vest and
become exercisable with respect to 1/26 of the shares subject thereto
at the end of each month of the term of this Agreement (so that all of
the options shall be vested by March 31, 2006). The stock options
shall be subject to the terms and conditions set forth in the Stock
Option Agreement and the underlying stock option plan.
6. Employee shall participate in the Company's executive compensation
program, pursuant to which Employee shall be eligible to earn a bonus
of up to 50% of his base annual salary based on overall company
performance and your specific goals to be defined between yourself and
the Company's Compensation Committee based on an annual or other
agreed-upon basis.
INFONOW CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx,
Chairman of Corporate Governance Committee
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
