EMPLOYMENT AGREEMENT AMENDMENT
Exhibit
99.3
EMPLOYMENT
AGREEMENT AMENDMENT
This
Employment Agreement Amendment (this "Amendment"), dated April 24, 2007,
is by
and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"),
and Xxxxx X. Xxxxxx (hereinafter "Employee"). Capitalized terms used but
not
otherwise defined in this Amendment shall have the meanings set forth in
the
Employment Agreement (as defined below).
WHEREAS,
Employee and Glowpoint entered into an Employment Agreement on January 30,
2007
(the “Employment Agreement”); and
WHEREAS,
Employee is the Company’s Chief Financial Officer and the Company and Employee
desire to amend the employment terms;
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Vesting
of Restricted Stock Upon a Change of Control or Corporate
Transaction.
Section
2.2(b) of the Employment Agreement is hereby amended to provide that the
Restricted Stock shall automatically vest upon a Change in Control or Corporate
Transaction, regardless of whether Employee is offered continued employment
after such a Change in Control or Corporate Transaction. Therefore, the
following provision is deleted from Section 2.2(b): “provided, however, if the
surviving company of such Change of Control or Corporate Transaction offers
Employee continued employment at an equivalent level in terms of position,
responsibility, compensation and benefits to that existing immediately prior
to
the Change in Control or Corporate Transaction and the successor entity or
its
parent assumes the contractual obligations with respect to the Restricted
Stock,
such risk of forfeiture shall not automatically lapse, but will lapse in
accordance to the schedule set forth in paragraph 2.2(a).” Section 2.2(b) shall
hereafter read in its entirety as follows:
“(b)
The
risk of forfeiture of the Restricted Stock shall lapse upon a Change in Control
or Corporate Transaction (as each is defined in the Restricted Stock Agreement)
as long as Employee remains employed by the Company during the period commencing
thirty (30) days prior to the date of the Change of Control or Corporate
Transaction.”
2. Entire
Agreement.
This
Amendment is the final, complete and exclusive agreement between the Parties
relating to the subject matter hereof, and supersedes all prior or
contemporaneous proposals, understandings, representations, warranties, promises
and other communications, whether oral or written, relating to such subject
matter. Unless specifically amended by this Amendment, all terms of the
Employment Agreement remain unchanged and are in full force and effect. If
any
provision of the Employment Agreement, as amended by this Amendment, is held
by
a court of competent jurisdiction to be unenforceable for any reason, the
remaining provisions hereof shall be unaffected and remain in full force
and
effect.
In
Witness Whereof, the parties have duly executed this Agreement as of the
date
first written above.
| Glowpoint, Inc. | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | /s/ Xxxxx X. Xxxxxx | ||
|
Xxxxxxx Xxxxxxxxxx |
Xxxxx X. Xxxxxx |
|||
|
President
and CEO
|
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