AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
EXHIBIT
10.1
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (the “Amendment”), dated as of June
23, 2006, is entered into by and among Xxxxxx Center, Inc., a Delaware
corporation (“Company” or “Xxxxxx Center”), and Xxxxx X.X. Xxxxxx, LCSW, Ph.D.,
an individual (“Xx. Xxxxxx”). Company or Xx. Xxxxxx are sometimes referred to
herein as “party” or collectively as “parties”.
RECITALS
WHEREAS,
the Company and Xx. Xxxxxx have entered into that certain Employment Agreement
dated as of June 16, 2005 (the “Employment Agreement”);
WHEREAS,
the parties desire to amend the Employment Agreement by entering into this
Amendment; and
WHEREAS,
Paragraph 20 of the Employment Agreement permits the parties to amend the
Employment Agreement only by a written instrument executed by the parties.
NOW,
THEREFORE, for good and valuable consideration and in consideration of the
respective representations, warranties, covenants and agreements set forth
in
the Employment Agreement, the parties hereby agree to amend the Employment
Agreement as follows:
AGREEMENT
1. Paragraph
1 of the Employment Agreement is hereby amended and restated in its entirety
as
follows:
“1. Term
The
term
of employment under this Agreement shall be for a period commencing on the
Effective Date and concluding on the fourth anniversary of the Effective Date
(the “Term”, inclusive of any and all extensions, if applicable), unless
terminated earlier pursuant to the provisions of Paragraph 7 below. At or near
the expiration of the Term, the parties agree to engage in good faith
discussions regarding a new employment contract or an extension of this
Agreement. However, neither party shall be obligated to enter into a new
agreement, nor does this Paragraph 1 create any representation, express or
implied, that a new agreement will be entered into.”
2. Paragraphs
3(a) and 3(b) of the Employment Agreement are hereby amended and restated in
their entirety as follows:
“(a)
Salary.
As the
total consideration for Xx. Xxxxxx’x Services rendered and Products created
hereunder, Xx. Xxxxxx shall be entitled to an annual salary of Two Hundred
Thousand Dollars ($200,000.00) (the “Salary”) beginning on the Effective Date of
the Agreement and payable in regular installments in accordance with the
customary payroll practices of Company. The Salary may be increased at the
discretion of the Board of Directors on or after the 180th day following the
Effective Date. The Salary shall not be decreased unless the Board determines
that a decrease is necessary for the survival of the Company and such decrease
is reasonable.”
(b) Expenses.
During
the Term, Company shall pay or promptly reimburse Xx. Xxxxxx for all business,
travel and entertainment expenses consistent with Xx. Xxxxxx’x title and the
practices of Company in effect during the Term. Company shall also provide
Xx.
Xxxxxx with any and all items reasonably necessary and appropriate to render
the
Services and create the Products hereunder to the best of her abilities
including, without limitation, electronic equipment and a personal assistant
for
use during the Term.”
3. Paragraph
4(c) of the Employment Agreement is hereby amended and restated in its entirety
as follows:
“(c) In
the
event Xx. Xxxxxx’x employment is terminated pursuant to Paragraphs 6(b) or 6(d)
herein, any and all revenues generated as a result of Xx. Xxxxxx’x Services
rendered and Products created during the Term shall be the property of the
Company and any and all revenues generated as a result of Xx. Xxxxxx’x Services
rendered and Products created by Xx. Xxxxxx after the Term shall be the property
of Xx. Xxxxxx.”
4. Paragraph
7(c)(iii) of the Employment Agreement is hereby amended and restated in its
entirety as follows:
“(iii)
Upon Xx. Xxxxxx’x Termination Without Cause or Termination for Good Reason, any
and all rights in and to the Services rendered during the Term and Products
created during the Term including, without limitation, all right, title,
interest, and license in such Services and Products, shall be the property
of
the Company. Any and all rights in and to the Services rendered after the Term
and Products created after the Term including, without limitation, all right,
title, interest, and license in such Services and Products, shall be the
property of Xx. Xxxxxx. In connection therewith, Company agrees to execute
any
and all documents and instruments as may reasonably be required in order to
secure Xx. Xxxxxx’x control and ownership of Services and Products created and
rendered after the Term, and in the event Company fails or is unable to execute
any such documents or instruments, after receipt of a written request therefore
from Xx. Xxxxxx, Company hereby appoints Xx. Xxxxxx as its irrevocable attorney
in fact to execute any such documents or instruments, provided that said
documents and instruments shall not be inconsistent with the terms and
conditions of this Agreement. Xx. Xxxxxx’x rights under this Paragraph 7(c)(iii)
constitute a power coupled with an interest and are irrevocable. In addition,
the provisions of Paragraphs 9 and 10 of this Agreement shall not apply upon
Termination Without Cause or Termination for Good Reason.”
5. Except
as
amended herein, the Employment Agreement shall remain in full force and
effect.
6. This
Amendment may be executed in any number of facsimile counterparts, each of
which
shall be an original, but which together constitute one and the same instrument.
This Amendment may be executed and delivered by facsimile.
[SIGNATURES
ON NEXT PAGE]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
as
first set forth above.
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XXXXXX
CENTER, INC., a Delaware corporation
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By:
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/s/
Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title:
Chief Executive Officer
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and
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XXXXX
X.X. XXXXXX, LCSW, PH.D.
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By:
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/s/
Xxxxx X.X. Xxxxxx, LCSW, Ph.D.
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Xxxxx
X.X. Xxxxxx, LCSW, Ph.D.
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