SHAWN O'GRADY EMPLOYMENT AGREEMENT EXTENSION
XXXXX
X'XXXXX
EMPLOYMENT
AGREEMENT EXTENSION
This
extension (the "Extension") to the Xxxxx X'Xxxxx Employment Agreement dated
October 10, 2005 (the "Employment Agreement"), by and between Incentra
Solutions, Inc., a Nevada corporation with its headquarters located in Boulder,
Colorado (the "Employer"), and Xxxxx X'Xxxxx (the "Executive") is entered into
this 31st day of December, 2007. In consideration of the mutual covenants
contained in the Employment Agreement and this Extension, the Employer and
the
Executive agree as follows:
1.
The
Employment Agreement is hereby extended for a period of two (2) years until
December 31, 2009 (the "Extended Term"), subject to the amendments set forth
in
this Extension. Upon expiration of the Extended Term, the Employment Agreement
shall become an "at-will" employment agreement unless and until otherwise
extended (the "At-Will Period").
2.
Paragraph 4(a) of the Employment Agreement is hereby amended to read in full
as
follows:
"(a) Base
Salary.
For all
services rendered by the Executive under this Agreement, the Employer shall
pay
the Executive a base salary (the "Salary") from and after December 31, 2007,
at
the annual rate of Three Hundred Fifteen Thousand Eight Hundred Dollars
($315,800.00) subject to increase from time to time at the discretion of the
Board of Directors upon recommendation of the Compensation Committee of the
Board of Directors (the "Compensation Committee"). The Salary shall be payable
in periodic installments in accordance with the Employer's usual practice for
its senior executives."
3.
Paragraph 4(b) of the Employment Agreement is hereby amended to read in full
as
follows:
"(b) Bonus.
Executive shall be eligible for an annual bonus of One Hundred Sixty Thousand
Dollars ($160,000.00) at target, for the years 2007 through 2009, inclusive,
based upon Executive's achievement of certain performance criteria to be
determined and evaluated by the Board of Directors in its sole discretion.
Executive's annual bonus eligibility for the years 2008 and 2009 may be
increased at the discretion of the Board of Directors upon recommendation of
the
Compensation Committee. Such bonus shall be payable on or before February 25th
of each year."
4.
This
Extension may be executed in counterparts which, when taken together, shall
constitute one and the same agreement. Execution and delivery of this Extension
by exchange of facsimile copies bearing the facsimile signature of a party
hereto shall constitute a valid and binding execution and delivery of this
Extension by such party. Such facsimile copies shall constitute enforceable
original documents.
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5.
Except
as
otherwise expressly modified by this Extension, all terms, provisions, covenants
and agreements contained in the Employment Agreement, including but not limited
to the Termination and Termination Benefits provisions of Paragraph 6 of the
Employment Agreement, shall remain unmodified and in full force and effect
for
the Extended Term and any At-Will Period.
IN
WITNESS WHEREOF, this Extension has been executed by the Employer and by the
Executive as of the date first written above.
| INCENTRA SOLUTIONS, INC. | |
|
By:
|
/s/ Xxxxxx X. Xxxxxxx III |
|
Name:
Xxxxxx X. Xxxxxxx III
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
EXECUTIVE:
|
|
|
/s/
Xxxxx
X'Xxxxx
|
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