Amendment No. 2 to Offer Letter
EXHIBIT 10.4
Amendment No. 2 to Offer Letter
This Amendment No. 2 dated April 26, 2011, to the Offer Letter dated March 30, 2010 (the “Offer
Letter”), as previously amended by Amendment No. 1 dated July 22, 2010, is made by and between
Xxxxxxxx.xxx Inc. and Xxxx Xxxxx.
The Offer Letter is amended by replacing in its entirety the text of the Offer Letter that reads:
(i) any person or entity other than a stockholder of the Company (or any parent corporation)
as of the date of this offer letter becomes the beneficial owner, directly or indirectly, of
securities of the Company (or any parent corporation) representing fifty percent (50%) or
more of the total voting power of all of the Company’s (or any parent corporation’s) then
outstanding voting securities,
With the following text:
(i) any person or entity other than Spectrum Equity Investors V L.P. (“Spectrum”) or persons
or entities jointly filing Schedule 13G in respect of the Company’s voting securities as of
the date of this offer letter becomes the beneficial owner, directly or indirectly, of
securities of the Company (or any parent corporation) representing fifty percent (50%) or
more of the total voting power of all of the Company’s (or any parent corporation’s) then
outstanding voting securities,
Except as expressly provided for in this Amendment No. 2, this Amendment No. 2 will not modify,
amend, supplement or waive any provision of the Offer Letter.
| XXXXXXXX.XXX INC. | ||||
By
|
/s/ Xxxxxxx Xxxxxxxx | |||
| Title: Chief Executive Officer | ||||
| Accepted and agreed as of the date first above written. | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: Xxxx Xxxxx | ||||
