Exhibit 10.3
AMENDMENT
This Amendment (the "Amendment") dated as of February 16, 2001 to
Employment Agreement (the "Employment Agreement") dated as of February 16, 1999
by and between Xxxxx0.xxx, Inc. (formerly 7th Level, Inc.) (the "Company") and
Xxxx X. Xxxxx ("Executive").
Whereas, the Company and the Executive desire to amend the
Employment Agreement to extend the Term (as defined in the Employment Agreement)
thereof;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 2 of the Employment Agreement is hereby amended to read in
full as follows:
The term of this Agreement (the "Term") shall be for a period
commencing on the date hereof and continuing through February 16,
2002; subject to earlier termination in accordance with the terms
and conditions contained in Section 7 hereof. Section 3 of the
Employment Agreement is hereby amended to read in full as follows:
During the Term, Executive shall perform his services at the
principal place of business of the Company which will be located in
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx 00000.
Executive shall be furnished with office facilities and services
suitable to his position and suitable for the performance of his
duties. Executive acknowledges and agrees that in connection with
his employment, however, he may be required to travel on behalf of
the Company.
Section 8.1 of the Employment Agreement is hereby amended to read in
full as follows:
(i) If Executive terminates his employment pursuant to Section 7.1,
or (ii) if Executive's employment is terminated by the Company
without Cause, or (iii) if the Company determines not to extend the
Term of this Agreement for a one year period, Executive shall be
entitled to (A) receive Executive's Base Salary and benefits as set
forth in Section 5 to which Executive is entitled up to and
including the effective date of Executive's termination of
employment hereunder, (B) receive Executive's Base Salary paid
consistent with the Company's payroll practices for one (1) year
from the effective date of Executive's termination of employment
hereunder, (C) become immediately and fully vested in all options
held by Executive that were granted prior to Xxxxx 0, 0000 (xx being
agreed that options granted after March 1, 2001 shall vest as
determined by the Board of Directors of the Company or a committee
thereof), (D) with respect to all fully vested options owned by
Executive on the effective date of Executive's termination of
employment hereunder, the privilege of exercising the unexercised
portion of the options upon the later of (x) one (1) year from the
effective date of Executive's termination of employment hereunder or
(y) thirty (30) days from the expiration of any restriction on the
sale, transfer or other disposition of the shares of Common Stock
underlying the options entered into by Executive at the request of
the Company, and (E) receive an amount equal to the higher of (x)
any bonus or incentive compensation Executive earned or received
with respect to the prior fiscal year or (y) Forty Thousand Dollars
($40,000). Executive also shall be entitled to receive, during the
period he is being paid Base Salary under this Agreement, the
benefits provided under Section 5.1; except to the extent that such
continued participation is not permitted under the plan, program or
practice or would cause the plan, program or practice to cease to be
qualified under any applicable law or regulation. This Agreement
contains the entire understanding between Executive and the Company
and supersedes in all respects any prior or other agreement or
understanding between the Company and Executive as to the matters
set forth herein. Notwithstanding the foregoing, nothing herein
shall cause the Company to maintain Executive's status as an
employee of the Company after termination.
Section 11 of the Employment Agreement is hereby deleted in its
entirety.
Except as expressly amended hereby, the Employment Agreement shall
remain in full force and effect.
In Witness Whereof, the parties have executed this Amendment as of
the date first written above.
XXXXX0.XXX, INC.
By:_________________________
Name: Xxxxxx Xxxxxxx
Title: Chairman of the Board
EXECUTIVE
----------------------------
Xxxx X. Xxxxx
