FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT OF XXXXX XXXXXXX
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this "Amendment No.
1") has been entered into effective as of November 30, 1998, by and between
SHARPER IMAGE CORPORATION, a Delaware corporation (the "Company") and XXXXX
XXXXXXX ("Executive").
RECITALS
The Company had entered into an Employment Agreement with Xxxxx Xxxxxxx
on December 2, 1996 (the "Original Agreement"). The Original Agreement provides
that the Agreement shall continue in effect unless terminated by the Company or
Executive. Executive has advised the Company of his desire to actively seek a
Chief Executive Officer position at another company, and to allow the Company
time to arrange a management transition. The Company wishes to accommodate
Executive's objectives, and both parties wish to modify the Original Agreement
to provide for this change in circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreement herein
contained, intending to be legally bound, the Company and Executive agree as
follows:
1. Term of Employment. All of Sections 2 and 7 of the original
Agreement are deleted and the following is substituted in their place;
2. Term of Employment. Executive's employment with the Company
pursuant to this Agreement as amended shall continue through May 31, 1999,
unless such employment is sooner terminated as hereinafter provided. The period
during which this Agreement continues in effect shall constitute the "Employment
Period." Executive may terminate employment at any time prior to May 31, 1999 by
providing not less than fourteen (14) days prior written notice to the Company.
Executive's employment may not be terminated by the Company except for cause.
Executive shall not receive any severance benefits upon termination of
employment, whether such termination results from a voluntary termination by
Executive, termination for cause by the Company, or the expiration of the term
of this Agreement.
2. Compensation. All of Sections 4(d) and (4)(g) of the Original
Agreement shall remain unchanged. Sections 4(a), (b), (c), (e), and (f) are
deleted and the following are substituted in their place:
4(a) Salary. The Company shall pay Executive an annual base salary
("Base Salary") payable at periodic intervals in accordance with the payroll
practices of the Company for salaried employees. The Base Salary of Executive
shall be Three Hundred Twenty-Five Thousand Dollars ($325,000) for the period
from the commencement of the employment of Executive and continuing until the
last day of Executive's employment.
1
4(b) Bonuses. In addition to Base Salary, Executive shall be
entitled to receive a bonus payment of Fifty Thousand Dollars ($50,000) on
December 5, 1998 and continuing until the last day of Executive's employment.
Executive shall not be entitled to any further bonus thereafter.
4(f) Stock Option Grants. In addition to the other benefits to
which the Executive shall be entitled under this Agreement, the Executive has
received and exercised certain option grants, of which 50,000 shares vested on
February 1, 1997, and 50,000 shares vested on February 1, 1998. The parties
acknowledge and agree that Executive shall not receive any further option
grants, and Executive agrees to, and does hereby, release all options previously
granted but not yet exercised, including the option for 50,000 shares which
would otherwise vest on February 1, 1999.
3. Whole Agreement. The original Agreement and this Amendment No. 1
constitute the entire agreement between the Company and Executive. No
agreements, representations or understandings (whether oral or written and
whether expressed or implied) which are not expressly set forth in this
Agreement have been made or entered into by either party with respect to the
subject matter hereof.
4. No Claims. The Company and Executive each acknowledge to the other
that, except for obligations to be performed in the future under this Agreement,
neither party is aware of any claim which it has against the other for any past
performance or nonperformance of this Agreement, or any act or omission arising
out of the employment relationship to date.
5. Confidentiality. The parties agree that this is a private agreement
and that neither party will disclose its terms to anyone except their
accountants, attorneys, governmental taxing authorities, or as required by
subpoena or other process of law. In response to any inquiry regarding this
matter, the parties shall state only that this matter has been resolved to the
satisfaction of all parties.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of November 30, 1998.
SHARPER IMAGE CORPORATION EXECUTIVE
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------------ --------------------------
XXXXXXX XXXXXXXXXX XXXXX XXXXXXX
Chairman of the Board and
Chief Executive Officer
2
