AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
amendment ("Amendment") is
effective as of December 31,
2007
("Amendment
Date") by and between Twistbox Entertainment, Inc. (as successor-in-interest
to The WAAT Corporation) ("Twistbox") and Adi McAbian ("Founder"), and
amends
that certain Employment Agreement dated as of May 16, 2006 by and between
Twistbox and Founder ("Agreement"). Unless
otherwise defined herein, defined terms shall
have their meanings as set forth in the Agreement.
RECITALS
WHEREAS,
Twistbox
and Xxx Xxxxx, Xxx XxXxxxx, Tal Xxxx XxXxxxx and Xxxxxx
Sayadeh (the "Founders"), and owners of a significant percentage of the common
stock
of
Twistbox, have instituted a company wide cost reduction plan;
WHEREAS,
Founder
deems it to be in the best interest of Twistbox to agree to a voluntary
reduction in his Base Salary; and
WHEREAS,
the
parties hereto desire to memorialize their prior oral agreements and
mutual understandings as contained herein.
AMENDMENT
NOW
THEREFORE, in
consideration of the foregoing, Twistbox and Founder desire
to
amend and/or modify the Agreement and enter into this Amendment on
the
terms
and
conditions provided below:
| 1. |
Commencing
with the payroll paid on August 3, 2007 through November 9, 2007,
Founder
has agreed to reduce his Base Salary to One Hundred Fifty Thousand
Dollars
($150,000).
|
| 2. |
Commencing
with the payroll paid on November 23, 2007, Founder agreed to reduce
his Base Salary
to zero (subject to California
minimum wage
requirements);
provided that, Employee's Base Salary
shall be reset to One Hundred Fifty Thousand Dollars ($150,000) (the
"Reset
Base Salary") upon Twistbox
achieving cash flow break-even, as that term is customarily understood
and
applied under GAAP, with such cash flow break-even calculation to
include
Founder's
Reset Base Salary, interest payments to ValueAct SmallCap Master
Fund,
L.P for a period of three (3) months and such other ordinary and
usual
amounts,
including earned interest income; provided further, however,
in the event
the Company achieves cash flow break-even ninety (90) days following
the
Amendment
Date, Twistbox shall cause the Board of Directors to convene
a subcommittee
of independent directors to consider awarding bonuses to Founder,
so
long as any such award does not result in the Company no longer being
cash
flow break-even in any given calendar
month.
|
| 3. |
Twistbox
hereby agrees and acknowledges that nothing contained herein shall
serve
as a waiver of any other rights or remedies, in law or equity,
which Employee
may have by virtue of his Agreement and/or any statutes, laws
or regulations
governing employer/employee
matters.
|
| 4. |
All
terms and conditions of the Agreement not specifically and expressly
modified
or amended herein are hereby ratified and confirmed in all respects
and
shall
remain in full force and effect.
|
| 5. |
Each
person who executes this Amendment represents and warrants to each
party
hereto that he has the authority to do so and to bind each entity
as
contemplated hereby, and agrees to hold harmless each other party
from any
claim that such authority
did not exist. This
Amendment will inure to the benefit of and be binding
upon the parties and their respective shareholders,
successors and permitted
assigns.
|
IN
WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the Amendment
Date set forth above.
| TWISTBOX ENTERTAINMENT, INC. FOUNDER (AS SUCCESSOR-IN-INTEREST TO THE WAAT CORPORATION) | FOUNDER | |
| By: /s/ Xxxxx Xxxxxxx | By: /s/ Adi McAbian | |
|
Name:
Xxxxx Xxxxxxx
|
Name: Adi McAbian | |
| Title: EVP/General Counsel | Title: Managing Director |
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