EXHIBIT 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered into
as of October 7, 2002 between Intra-Asia Entertainment Corporation, a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxxxxx (the "Executive").
RECITALS
A. The Company and the Executive have entered into an Employment
Agreement (the "Employment Agreement") dated as of November 1, 2000 pursuant to
which the Executive serves as the Company's President, Chief Executive Officer,
and Chairman of the Board of Directors. Under the Employment Agreement, (i) the
Executive's term of employment will terminate on December 31, 2002, and (ii) the
Executive is entitled to receive a bonus if the Company closes an initial public
offering of its common stock (an "IPO") by October 31, 2002.
B. The Company and the Executive desire to amend Section 1.1 of the
Employment Agreement to extend the Executive's term of employment to December
31, 2003. The Company and the Executive also desire to amend Exhibit A to the
Employment Agreement to provide that the Executive will be entitled to receive a
bonus if the Company closes an IPO prior to January 1, 2003.
NOW, THEREFORE, in consideration of the foregoing and other
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Company and the Executive hereby agree as follows:
1. The first sentence of Section 1.1 of the Employment Agreement hereby
is amended to read in its entirety as follows:
"The Company agrees to employ Xxxxxxxxx, and Xxxxxxxxx agrees to
be employed by the Company, as the Company's Chief Executive Officer and
President for the period beginning on January 1, 2001 (the "Effective
Date") and ending on December 31, 2003 (the "Employment Period"), unless
such employment is terminated earlier pursuant to Section 4 or unless
the Employment Period is extended pursuant to the written agreement of
the Company and Xxxxxxxxx."
2. The first sentence of Exhibit A to the Employment Agreement hereby is
amended to read in its entirety as follows:
"The Company agrees to pay Xxxxxxxxx a bonus of 1% of the gross
proceeds raised by the Company in an initial public offering of shares
of its common stock (an "IPO"), up to a maximum bonus of $150,000, if
the IPO closes prior to January 1, 2003; provided that (i) the amount of
gross proceeds shall include any amounts raised through the sale of
shares pursuant to the exercise of the underwriters' over-allotment
option, (ii) the amount of the bonus shall be calculated before
deduction of underwriting discounts and commissions and before deduction
of other out-of-pocket costs and expenses incurred by the Company in the
IPO, and (iii) the bonus shall be paid to Xxxxxxxxx no later than thirty
calendar days after the closing date of the IPO."
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3. Except as expressly amended pursuant to Sections 1 and 2 above, each
provision of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed and
delivered this Amendment as of the date first written above.
INTRA-ASIA ENTERTAINMENT CORPORATION
By: /s/ DUO WANG
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Duo Wang, Chief Financial Officer
By: /s/ XXX XXX
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Xxx Xxx, Director
/s/ XXXXXXX X. XXXXXXXXX
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XXXXXXX X. XXXXXXXXX
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