THIS SECOND AMENDMENT AGREEMENT (the "Second Amendment") is dated the 13th day of November, 2009,
Exhibit 10.47
THIS SECOND AMENDMENT AGREEMENT
(the "Second Amendment") is dated the 13th day of November,
2009,
BETWEEN:
LIVE CURRENT MEDIA INC., a
corporation incorporated under the laws of Nevada (the "Company"),
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and
XXXXXXXX XXXXXXX of Paloalto California
(the "Executive").
WHEREAS the Company and the
Executive (collectively, "the parties") entered into an
agreement (the "Employment Agreement") dated as of
September 8, 2007 pursuant to which the Company employed the
Executive as therein provided until January 31, 2009;
AND WHEREAS the parties entered
into an agreement
dated February 4, 2009, amending the Employment
Agreement (the
"Separation Agreement"), and an Amendment Agreement
dated June 2, 2009 (the "First
Amendment") modifying the payment
terms of the Separation Agreement, (The Separation Agreement and
the First Amendment shall be collectively referred to herein as
the "Separation
Agreement");
AND WHEREAS the parties wish
to further modify the terms of the Separation Agreement as set forth
herein;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the terms and
conditions contained herein, the parties covenant and agree with each other that
the Separation Agreement be amended as follows:
1. Section
2(b)(i)-(ii):: The
remaining severance allowance and additional benefits owing to Executive
as of November 16, 2009 hi the gross amount of $109,375,00 shall be paid in a
lump sum payment less all applicable withholdings rather than over a period of
ten (10) months. The payment will be paid and processed on the November 30, 2009
payroll and shall be subject to the Company's normal payroll
practices.
2. Section
2(b)(iii): The Executive will waive all of the net monthly equity payments that
the
Company is obligated to pay him under the Separation Agreement in exchange
for a cash payment of $20,000 less all applicable withholdings. The
payment will
be paid and processed on the November 30, 2009 payroll and shall be
subject to the Company's normal payroll practices,
3. Executive
acknowledges that, other than as expressly set forth in this Second Amendment, he is not entitled
to any other
compensation, benefit, or
payment from the Company
including but not limited to the $250,000 special bonus that was to be converted
agrees that
the amounts paid and the value of benefits provided herein may be applied as a
set -off against any later claim that he may make.
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2 -
4. Currency.
All amounts in this Second Amendment are stated and
shall be paid in Canadian
currency.
5. The
Executive acknowledges that he has not relied upon the Company or its legal counsel for any advice in
connection with the tax treatment of the payments set forth herein. The
Executive agrees to indemnify and hold the Company harmless from any and all
claims or liability, including costs and legal fees, incurred as a result of the
Executive's tax treatment of the payments set forth herein, or in respect of
income tax payable by Executive that was not withheld, or in respect of any
Employment Insurance or Canada Pension Plan amounts payable by the Company relating
to or arising from Executive's employment or the termination
thereof.
6. Other than as provided herein, all of
the terms and conditions of the Employment Agreement and the Separation Agreement
shall remain in full force and effect. Without limiting the foregoing, Executive specifically
acknowledges his continuing duties and obligations under paragraphs S (inventions, Etc.), 9 (Non-Competition), 10 (No
Solicitation of Customers), l I (No Solicitation of Employees), and 12
(Confidentiality) of the Employment
Agreement.
7. Executive
acknowledges that
he:
(a) has
had
sufficient time to review
and consider this Agreement thoroughly;
(b)
has read and understands the terms of this Agreement and his obligations
hereunder; and
(c) has been
given an opportunity to
obtain independent legal advice, or such other advice as he may desire
concerning the interpretation and effect of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above
written.
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By: /s/ C. Xxxxxxxx
Xxxxxxx
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C.
Xxxxxxxx Xxxxxxx
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/s/
Xxxxxxxx
Xxxxxxx
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Xxxxxxxx
Xxxxxxx
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