Form of Amendment No. 1 to Employment Agreement AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit
10.9
Form
of Amendment No. 1 to Employment Agreement
AMENDMENT NO.
1
THIS AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT(the "Agreement") is made and entered into as of the 29th day of
September, 2009 by and between Digital Lifestyles Group, Inc., a Delaware
corporation whose principal place of business is 000 Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000 (the "Corporation") and Xxx Xxxx, an individual
whose mailing address is ____________________ (the "Employee").
RECITALS
WHEREAS, the Corporation and
the Employee are parties to that certain Employment Agreement dated as of
September 27, 2007, a copy of which is attached hereto as Exhibit A and
incorporated herein by such reference (the “Employment Agreement”).
WHEREAS, the term of the
Employment Agreement has automatically renewed for an additional one year term
pursuant to the provisions of Section 2 thereof.
WHEREAS, the parties are
desirous of amending certain terms of the Employment Agreement.
NOW, THEREFORE, in
consideration of the mutual agreements herein made, the Corporation and the
Employee do hereby agree as follows:
1. Recitals. The
above recitals are true, correct, and are herein incorporated by
reference.
2. Adjustment
in Base Salary. Section 3(a) of the Employment Agreement is
hereby amended to provide that the Base Salary payable to the Employee shall be
$4,166.67 per month commencing upon the date hereof.
3. Additional
Compensation.
Subject to continued employment, and as additional compensation to the
Employee, the Corporation shall grant the Employee five year non-qualified
options pursuant to the Corporation’s 2009 Stock Compensation Plan to purchase
an aggregate of 120,000 shares of the Corporation’s common stock at an exercise
price of $0.25 per share, which such options shall vest in equal monthly
installments of 10,000 options on the last date of each month commencing in
September 2009. Upon vesting, such options shall be immediately
exercisable by the Employee.
4. No Other
Amendments. Unless specifically amended hereby, all other
terms and conditions of the Employment Agreement shall remain in full force and
effect.
5. Completeness
and Modification. This Agreement and the Employment Agreement
constitutes the entire understanding between the parties hereto superseding all
prior and contemporaneous agreements or understandings among the parties hereto
concerning the Employment Agreement. This Agreement may be amended,
modified, superseded or canceled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument executed by the parties or, in the case of a waiver, by the
party to be charged.
6. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which shall constitute but one
agreement.
7. Binding
Effect/Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and
assigns. This Agreement shall not be assignable by the Employee but
shall be assignable by the Corporation in connection with the sale, transfer or
other disposition of its business or to any of the Corporation's affiliates
controlled by or under common control with the Corporation.
8. Governing
Law. This Agreement shall become valid when executed and
accepted by Corporation. The parties agree that it shall be deemed
made and entered into in the State of Tennessee and shall be governed and
construed under and in accordance with the laws of the State of
Tennessee. Anything in this Agreement to the contrary
notwithstanding, the Employee shall conduct the Employee's business in a lawful
manner and faithfully comply with applicable laws or regulations of the state,
city or other political subdivision in which the Employee is
located.
9. Further
Assurances. All parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.
10. Headings. The
headings of the sections are for convenience only and shall not control or
affect the meaning or construction or limit the scope or intent of any of the
provisions of this Agreement.
11. Severability. The
invalidity or unenforceability, in whole or in part, of any covenant, promise or
undertaking, or any section, subsection, paragraph, sentence, clause, phrase or
word or of any provision of this Agreement shall not affect the validity or
enforceability of the remaining portions thereof.
12. Construction. This
Agreement shall be construed within the fair meaning of each of its terms and
not against the party drafting the document.
13.
Advice of
Counsel. THE EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT, HE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL AND TAX PROFESSIONALS, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the
parties have executed this Agreement as of date set forth in the first paragraph
of this Agreement.
| Digital Lifestyles Group, Inc. | |||
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By:
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| Xxxx XxXxxx, Director | |||
| Xxx Xxxx | |||
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