AMENDMENT
WHEREAS Sideware Systems Inc. and Sideware Corp. (jointly
"Sideware") wish to enter into new agreements with their senior
management team to assist Sideware in obtaining additional
financing or locating merger partners; WHEREAS, Xx. Xxxxx Xxxxxxx
will be travling outside of the united States during such time as
the new agreements are being negotiated; WHEREAS the parties are
amenable to modifying the "Employment Contract and "Change of
Control Severance Agreement ("Severance Agreement") between them
dated August 30, 2000 until such time as Xx. Xxxxxxx returns to the
United States and can renegotiate a new agreement in its entirety,
THEREFORE, for mutual consideration given on both
sides, receipt of which is hereby acknowledged by the parties, it
is agreed as follows:
SEVERANCE AGREEMENT
1. The definition of "Annual Salary" in Section 1.1(a)(i) and (a)(ii)
is hereby deleted and replaced with the following: $170,000.
2. The payment obligations in Section 4.1(a)(i) and (a)(ii) of the
Severance Agreement are hereby delted and replaced with the
following: $170,000 plus any salary owed Executive up thorugh the
date of Termination.
3. Section 7.10 is hereby added as followed: Notwithstanding
anything to the contrary herein, the maximum cash payout to
Executive under this Agreement shall be $170,000 plus any other
payments required by law or pursuant to Sideware's employee
policies such as unused but accrued vacation time and unreimbursed
expenses.
EMPLOYMENT CONTRACT:
1. The number "$250,000" in Section 3 is hereby deleted and replaced
with "$170,000".
2. Section 5(a) dealing with automobile allowances is hereby deleted.
3. Section 24 is hereby added as follows: Notwithstanding
anything to the contrary herein, the maximum cash payout
under this Employment Contract shall be $170,000 plus any other
payments required by law or pursuant to Sideware's employee
policies such as unused but accrued vacation time and unreimbursed
expenses.
ADDITIONAL:
1. In the event that Xx. Xxxxxxx is owed compensation or other
payments under the Severaance AGreement, he may not also recover
under the Employment Contract.
2. Upon Xx. Xxxxxxx'x return to the U.S., the parties shall negotiate
in good faith a new employment agreement embodying such terms and
conditions as are being offered to other members of Sideware's
senior management team.
3. In the event that, by July 30, 2002, Sideware does not either close
a "merger" transaction or obtain five million dollars in new
financing, this Amendment is null and void.
READ, UNDERSTOOD AND AGREED TO ON THIS 19TH DAY OF NOVEMBER, 2001
BY:
SIDEWARE CORP. SIDEWARE SYSTEMS INC. XXXXX XXXXXX
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
