AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
EXHIBIT
10.5
AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 dated as of August
6, 2008 to that certain Employment Agreement (this “Amendment”), between
Xxxx.xxx Inc., a Delaware corporation (the “Company”) and Xxxxxxx Xxxxxxx (the
“Executive”).
W I T N E S S E T H
WHEREAS, the Company and
Employee are parties to that certain Employment Agreement dated March 4, 2008
(the “Original Agreement”).
WHEREAS, the Executive and the
Company desire to amend the Original Agreement as hereinafter set
forth.
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
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1.
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Effective
as of the date hereof, the Original Agreement is hereby amended by
replacing all references to “President” in the Recitals, Section 2,
Section 3 and the first reference in Section 5.5(b) with the term “Chief
Executive Officer.”
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2.
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Section
4.6 of the Original Agreement is hereby amended to add the
following:
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The
Executive shall receive an additional stock option grant to purchase 653,000
shares of the Company’s common stock, at an exercise price equal to the fair
market value thereof on the date of this Amendment, pursuant to and subject to
the terms and conditions of the Company’s 2007 Stock Option Incentive Plan and
the related Notice of Stock Option Grant and Stock Option
Agreement.
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3.
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Except
as otherwise specifically set forth herein, all of the terms and
provisions of the Original Agreement shall remain in full force and
effect.
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4. This Amendment may be executed in two or more counterparts, each
of which shall be deemed to be an original.
[Signature
Page to Follow]
IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the day first above
written.
XXXX.XXX INC.
/s/ Xxxxxxx Xxxx
By: Xxxxxxx Xxxx
Title: Chief Executive
Officer
EXECUTIVE:
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
