AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This AMENDMENT ("the Amendment") effective March 31, 2008, is by and
between Caneum, Inc., a corporation formed under the laws of the State of
Nevada with its principal place of business at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx
000, Xxxxxxx Xxxxx, XX 00000-0000 ("Caneum"), and Xxxxxxx Xxxxx Mudan ("the
Employee").
RECITALS:
WHEREAS, the parties entered into Amendment No. 1 to Employment
Agreement dated September 29, 2006, (the "Employment Agreement"), which
provided for the employment of Employee until March 31, 2008; and
WHEREAS, the parties desire to amend the Employment Agreement to extend
the employment period on the terms and conditions set forth in this
Amendment;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto agree as follows.
1. Amended Term. The term of the Employment Agreement is extended
through March 31, 2009, unless it is terminated earlier as provided therein.
2. Amended Notices. Section 11 of the Employment Agreement is amended
to read as follows:
All notices required or permitted hereunder shall be in writing and
shall be deemed effective: (1) upon personal delivery; (2) upon deposit
with the United States Postal Service, by registered or certified mail,
postage prepaid; or (3) in the case of delivery by nationally recognized
overnight delivery service, when received, addressed as follows:
If to Caneum to:
0000 Xxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Amendment No. 2 to Mudan Employment Agreement
Page 2
With a copy (which shall not constitute notice) to:
Xxxxxx X. Xxxxx
Attorney at Law
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
If to the Employee, to:
00000 Xxxxxxxx Xxxxxx
Xxx Xxx, XX 00000
or to such other address or addresses as either party shall designate to
the other in writing from time to time by like notice.
3. Consideration for Amendment. For Employee entering into this
Amendment, Caneum shall issue to Employee 150,000 shares of common stock
under Caneum's 2002 Stock Option/Stock Issuance Plan that vest one-quarter
(1/4) per calendar quarter with the first vesting June 30, 2008, and
immediately in the event of a change of control of Caneum.
4. Effectiveness of Employment Agreement. Except as amended hereby,
the Employment Agreement shall continue to be, and shall remain, in full
force and effect. Except as provided herein, this Amendment shall not be
deemed (i) to be a waiver of, or consent to, or a modification or amendment
of, any other term or condition of the Employment Agreement or (ii) to
prejudice any right or rights which either party may now have or may have in
the future under or in connection with the Employment Agreement or any of the
instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or otherwise modified from time to time.
5. Incorporation by Reference. The terms of the Employment Agreement
are incorporated herein by reference and shall form a part of this Amendment
as if set forth herein in their entirety.
IN WITNESS WHEREOF, Caneum and the Employee have executed this Amendment
effective as of the day and year first written above.
CANEUM: Caneum, Inc.
Date: September 9, 2008 By: /s/ Xxxx Xxxx
Xxxx Xxxx, Chairman
Compensation Committee
Amendment No. 2 to Mudan Employment Agreement
Page 3
EMPLOYEE:
Date: September 22, 2008 /s/ Xxxxxxx Xxxxx Mudan
Xxxxxxx Xxxxx Mudan
