Exhibit 10.1
AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
Reference is made to the Employment Agreement entered into on July 1, 2004
and effective as of April 1, 2004 by and between Atari, Inc. and Xxxxx Xxxxxxx
(the "Agreement"). This Amendment No. 1 to the Agreement (this "First
Amendment"), shall be effective as of November 23, 2005, and shall, as set forth
below, constitute the further understanding and agreement between the parties
with respect to the Agreement.
1. For good and valuable consideration, the parties hereby amend the
Agreement as follows:
Paragraph 6, is amended and restated in its entirety to read as follows:
"6. Relocation and Housing Allowance: The Company shall provide Executive with a
relocation and housing allowance for the period commencing April 1, 2004 through
the Term of this Agreement, provided that, Executive continues to serve as the
Chief Executive Officer of the Company. The relocation and housing allowance
shall include reimbursement for Executive's actual and documented rent, security
deposit, and broker commissions or fees; provided, however, that rent
reimbursement will be capped at (i) $7,600 per month through December 31, 2004
(the "2004 Cap"), (ii) $8,360 per month in calendar 2005 (the "2005 Cap"), (iii)
$12,200 per month in calendar 2006, and (iv) for each remaining year of the Term
during which Executive is entitled to receive the housing allowance, such amount
as is equal to or above $12,200 and is reasonable and necessary to secure
appropriate housing, in accordance with then standard market conditions. The
Company shall also cover similar expenses incurred (i) from January 1, 2004
through the Effective Date, subject to the 2004 Cap and (ii) from November 26,
2004 to June 6, 2005, subject to the 2004 Cap and 2005 Cap, as applicable and
regardless of whether Executive was then serving as the Chief Executive Officer
of the Company. The Company hereby agrees to execute any rent payment guarantees
reasonably required by any third party as a result of Executive's international
status in connection with Executive's living accommodations. All relocation and
housing allowances made under this Paragraph shall be grossed up as necessary to
account for any applicable income or other taxes for which Executive may be
responsible in connection therewith, including as a result of the gross up. If
Executive's employment hereunder is terminated prior to expiration of the Term
by the Company without Cause or as a result of Disability, as a result of the
Executive's death or by the Executive for Good Reason, the Company will assume
all of Executive's obligations with respect to his housing through the end of
the then current calendar year, subject to the applicable rent reimbursement cap
for that year. If Executive ceases to serve as the Company's Chief Executive
Officer
prior to expiration of the Term for any reason other than those specified in the
preceding sentence, then the Company shall not be obligated to provide the
housing allowance or assume all of the Executive's obligations with respect to
his housing for any period thereafter, except that the Company shall continue to
provide the rent reimbursement for a reasonable transition period."
2. Except as expressly or by necessary implication modified or amended by
this First Amendment, the terms of the Agreement are hereby ratified and
confirmed without limitation or exception.
3. Capitalized terms used in this First Amendment and not otherwise defined
herein shall have the same meaning ascribed to them as set forth in the
Agreement.
4. This First Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. This First Amendment may be executed via facsimile.
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IN WITNESS WHEREOF, each of the parties has caused this First Amendment to
be executed as of the date first written above.
ATARI, INC. XXXXX XXXXXXX
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxx
Title: EVP & CFO
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