AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
WHEREAS,
InfoSearch Media, Inc., a Delaware corporation, with its principal place of
business located at 0000 Xxx Xxx Xxxxxx, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 its
affiliates, subsidiaries, successors and assigns (the “Company”),
and
Xxxxx Xxxxxx, an individual residing at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx
00000
(the “Executive”)
are
parties to an Employment Agreement (the “Agreement”)
dated
December 29, 2004 and effective as of December 31, 2004 which is incorporated
herein by reference, and an Amendment to Employment Agreement, which is also
incorporated herein by reference and which modifies the Agreement (the
“Amendment”),
pursuant to which the Executive was employed by the Company to hold the position
of Chief Strategic Officer and Director;
WHEREAS,
it is the desire of the Company and the Executive to terminate the employment
relationship and clarify the terms of Executive’s separation from the Company;
and
WHEREAS,
the Company and the Executive have agreed to memorialize such in this second
written amendment to the Agreement (the “Second
Amendment”).
NOW,
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which the parties hereby acknowledge the parties
hereby agree to amend the Agreement as follows:
1. Termination
of Employment.
(a) Final
Date of Employment.
Executive’s final date of employment as an employee of Company shall be November
30, 2006.
(b) Final
Date as a Director.
Executive shall continue to serve in the capacity of Director of the Company
at
least through December 31, 2006.
(c) Payments.
On the
Final Date of Employment, Executive shall receive payment for wages earned
through that date. On the first payroll period following the Final Date of
Employment, Executive shall receive a payment equal to accrued but unused PTO
time. Beginning on the first payroll following the Final Date of Employment
and
continuing for eleven (11) additional pay periods, according to the Company’s
regular payroll practices, Executive shall receive equal payments of three
thousand seven hundred and fifty dollars ($3,750), for a total payment of
$45,000.
2. Registration
of Company Stock.
Executive agrees that he will not demand that the Company register his shares
and Executive further agrees that the Company will not be obligated as part
of
any registration statements to include for registration any of Executive’s
shares.
3. Surviving
Provisions.
Sections 12, 13, 14, 16, 17, and 18 are ratified and reaffirmed as of the date
hereof and shall remain in full force and effect, except that time limit for
the
non-competition restrictions of Section 14(b) shall be reduced from two (2)
years to one (1) year following the Final Date of Employment. All other
provisions of the Agreement and the Amendment are hereby superseded and are
of
no further effect. The Executive affirms that, except as otherwise set forth
herein, no obligation exists between the Executive and any other entity which
would prevent or impede the Executive’s immediate and full performance of every
obligation of this Agreement.”
(a) Severability.
Should
any term or provision of this Second Amendment be finally determined by a court
of competent jurisdiction to be void, invalid, unenforceable or contrary to
law
or equity, the offending term shall be modified and limited (or if strictly
necessary, deleted) only to the extent required to conform to the requirements
of law and the remainder of this Amendment (or, as the case may be, the
application of such provisions to other circumstances) shall not be affected
thereby but rather shall be enforced to the greatest extent permitted by
law.
4. Effective
Date.
This
Second Amendment shall be effective when signed by both parties.
BY
HIS EXEUCTION BELOW, THE EXECUTIVE ACKNOWLEDGES AND STATES THAT HE HAS FREELY
AND VOLUNTARILY ENTERED INTO THIS AMENDMENT AND THAT HE HAS READ AND UNDERSTOOD
EACH AND EVERY PROVISION THEREOF.
UNDERSTOOD,
AGREED, AND ACCEPTED:
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EXECUTIVE
|
COMPANY
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Xxxxx
Xxxxxx
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||
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/s/
Xxxxx
Xxxxxx
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By:
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/s/
Xxxxxx
Xxxxxxx
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Date:
December
5,
2006
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Name:
|
Xxxxxx
Xxxxxxx
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Title:
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Chief
Executive Officer
|
|
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Date:
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December
5,
2006
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