EMPLOYMENT AGREEMENT AMENDMENT XX. 0
XXXXXXXXXX XXXXXXXXX XXXXXXXXX XX. 0, dated as of July 6, 2005 (the
"Amendment"), between Xxxxxxxx X. Xxxxxxx, an individual residing in the state
of California ("Employee"), and SPATIALIGHT, INC., a New York corporation, whose
principal place of business is located at 0 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxx 00000 (the "Company").
W I T N E S S E T H:
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WHEREAS, Employee and the Company entered into that certain employment
agreement, dated as of July 7, 2003 (the "Original Agreement");
WHEREAS, Employee and the Company desire to amend the Original Agreement
as set forth herein; and
WHEREAS, this Amendment and the documents attached hereto as Exhibit 1 do
not increase the number of Stock Options granted to Employee pursuant to the
Original Agreement or the TARSAP (as such term is defined in the Original
Agreement).
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree to amend the
Original Agreement as follows:
1. The words "secondary anniversary" in the third line of Section 2(a) of
the Original Agreement are hereby amended and restated to "fourth
anniversary."
2. Sections 3(a) and 3(b) of the Original Agreement are hereby amended and
restated as follows:
"(a) The Company shall pay Employee annual compensation ("Salary")
equal to US$360,000 on and after July 6, 2005 during the Employment,
subject to any increases in compensation which the Board, in its
sole discretion, may approve and award to Employee. The Salary shall
be payable to Employee in equal semi-monthly or monthly installments
of US Dollars. All such compensation payments shall be subject to
deduction for federal, state and local withholding taxes and other
charges required under federal or state laws or regulations; and
(b) The Company agrees to grant Employee equity incentive
compensation in the form of Stock Options to purchase an aggregate
of 800,000 Common Shares, $.01 par value, of the Company pursuant to
the provisions of the Amended and Restated Time Accelerated
Restricted Stock Award Agreement, and Amendment No. 2 thereto,
annexed hereto as Exhibit "1" (the "TARSAP")."
3. Exhibit 1 to the Original Agreement is hereby replaced with Exhibit 1
hereto.
4. All other provisions of the Original Agreement that are not amended
and/or restated by this Amendment shall remain in full force and effect.
* * * * *
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.
SPATIALIGHT, INC.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
/s/ XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
Employee
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EXHIBIT 1
Attached hereto are the Amended and Restated Time Accelerated Restricted Stock
Award Plan and Amendment No. 2 thereto
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