EXHIBIT 10.40
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this
"AMENDMENT") is effective as of January 24, 2007, and amends that certain
Executive Employment Agreement ("AGREEMENT") dated February 17, 2006, between
Patron Systems, Inc. (the "COMPANY") and Xxxxxx Waverley ("EXECUTIVE").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Agreement.
WHEREAS, pursuant to Section 5 of the Agreement the Company was
obligated to grant certain options to Executive upon the completion of the
Recapitalization; and
WHEREAS, the parties desire to enter into an arrangement that fulfills
the Company's obligations under Section 5 of the Agreement.
NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, the parties hereby agree as follows:
1. As of the date hereof, the Company shall grant to Executive
options to purchase 2,047,121 shares of the Company's common stock at an
exercise price of $0.40 per share. The options shall have a term of 10 years and
shall vest with respect to 20% as of the date hereof and 1/48th of the balance
on the last day of each month for the 48 months following the date hereof until
fully vested. The options shall expire on January 23, 2017.
2. The parties agree that the option granted in Section 1 above
fulfills the Company's obligation under Section 5 of the Agreement to issue to
Executive certain options upon the completion of the Recapitalization.
Except as expressly modified herein, all terms and conditions of the
Agreement are hereby ratified, confirmed and approved and shall remain in full
force and effect. In the event of any conflict or inconsistency between this
Amendment and the Agreement, this Amendment shall govern.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
Company: Executive:
PATRON SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Waverley
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Xxxxxx X. Xxxxxxx, Xxxxxx Waverley
Chief Financial Officer
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