FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "FIRST AMENDMENT") is made as of November 24,
2004, by and among Narrowstep Limited (registered number 4412126) (the
"SUBSIDIARY"), Narrowstep Inc., a Delaware corporation (the "COMPANY"), and Xxxx
Xxxxxxxx, an individual residing at 00 Xxxxxxxx Xxxx, Xxxxxx XX 00 0XX, Xxxxxx
Xxxxxxx (the "EMPLOYEE"), to amend, supplement and clarify certain provisions of
the Agreement dated May 10, 2002 between the Subsidiary and the Employee
regarding the terms of the Employee's employment with the Subsidiary (the
"EMPLOYMENT AGREEMENT"). Capitalized terms not defined herein have the meanings
set forth in the Employment Agreement.
W I T N E S S E T H T H A T:
WHEREAS, the Subsidiary and the Employee entered into the Employment
Agreement; and
WHEREAS, the parties hereto desire to add the Company as a party to the
Employment Agreement and to clarify and amend certain provisions of the
Employment Agreement; and
WHEREAS, the Employee has agreed to such clarifications and amendments and
is willing to provide the services under the Employment Agreement as amended
hereby.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. CLARIFICATION AND AMENDMENT OF SCHEDULE 1.
A. Schedule 1 to the Employment Agreement lists Employee's
Remuneration as "GBP48,000" and states that "Upon achieving profitability your
salary will be reviewed to GBP75,000." The parties agree that, in satisfaction
and in lieu of such requirements, the Employee's Remuneration shall, commencing
on June 1, 2003, be base salary at the annualized rate of (pound)42,000 per year
payable in accordance with the customary payroll practices of the Subsidiary, as
they may be in effect from time to time (the "BASE SALARY"). The parties further
agree that, upon the Company first recording gross profits (as determined on a
consolidated basis and in accordance with U.S. Generally Accepted Accounting
Procedures ("US GAAP")) for any fiscal quarter, the Employee's Base Salary shall
be increased, effective upon the first day of the next fiscal quarter of the
Company, to (pound)75,000.
B. Schedule 1 to the Employment Agreement states that:
"Upon listing you will be granted 250,000 shares at a price of
20c.
Upon the company achieving quarterly operating profitability you
will be granted a further 250,000 shares at 20c."
The parties agree that, in satisfaction and in lieu of such requirement, the
Employee has been granted prior to the date hereof options for an aggregate of
500,000 shares of the Company's common stock, which options have an exercise
price of U.S. $0.20 per share, shall expire on December 31, 2008 and shall vest,
subject to Employee's continuous employment with the Subsidiary through the
applicable date, as follows: (i) 250,000 shares shall vest at such time as the
Company's common stock begins to trade publicly in the United States and (ii)
250,000 shares shall vest at such time as the Company first records gross
profits (as determined on a consolidated basis and in accordance with U.S. GAAP)
for any fiscal quarter.
C. Schedule 1 to the Employment Agreement states that "You will
receive 5% bonus on all gross sales and contracts that you are directly
responsible for each month." The parties agree that, in satisfaction and in lieu
of such requirement, the Subsidiary shall pay Employee, on a monthly basis in
accordance with the customary payroll practices of the Subsidiary, as they may
be in effect from time to time, a bonus equal to 5% of the net revenue (as
determined in accordance with US GAAP and after deduction of all costs of
revenue) of the Company (on a consolidated basis) for such month which were
generated directly by the Employee.
2. RATIFICATION OF EMPLOYMENT AGREEMENT. Except as expressly amended or
modified pursuant to the terms of this First Amendment, the Employment Agreement
shall continue in full force and effect. Employee hereby waives any and all
rights, whether accrued or contingent, which he may otherwise have had under the
Employment Agreement pursuant to provisions thereof which have been modified or
superceded by this First Amendment, except, in all cases, as arise as a result
of the provisions hereof. The clarifications and amendments to the Employment
Agreement contained in this First Amendment shall be considered an integral part
of the Employment Agreement.
3. CHOICE OF LAW. This First Amendment shall be governed and interpreted
in accordance with English law.
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EXECUTED as a DEED for and on behalf of the Subsidiary by:
/s/ Xxxxxxxx Xxxx
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Director
/s/ Xxxxxx Xxxxxxx
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Secretary
EXECUTED as a DEED for and on behalf of the Company by:
/s/ Iolo Xxxxx
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Chief Executive Officer
Signed by the said XXXX XXXXXXXX:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
In the presence of:
/s/ Xxx Xxxxxxx
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Name:
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