CIC letterhead]
[CIC letterhead]
Exhibit 10.76
December 3, 2015
SG Phoenix LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn.: Xxxxxx Xxxxx, Member
Re: Compensation Deferral
Dear Xxxxxx
Reference is made to that certain Note Purchase Agreement, dated as of November 25, 2015, by and among Communication Intelligence Corporation (the “Company”) and certain accredited investors (the “Note Purchase Agreement”). All capitalized terms used herein that are not defined shall have the meaning assigned to those terms in the Note Purchase Agreement.
This letter will serve to confirm that you have agreed to defer compensation owed to you (and to be owed to you provided you continue to provide your services to the Company for the applicable period), as set forth herein. In exchange for the deferral of your compensation as set forth on Exhibit A attached hereto (the “Deferred Compensation”), the Company agrees that such Deferred Compensation will be an unsecured obligation of the Company with the same terms and subject to the same provisions, mutatis mutandis, as those set forth in the Note.
For any Deferred Compensation owed as of September 30, 2015, interest will accrue commencing on October 1, 2015. For any Deferred Compensation generated in any given month starting with October 2015, interest will begin to accrue beginning on the first day of the following month. For example, if $1,000 of Deferred Compensation is generated in October 2015, interest will first begin to accrue on such amount starting November 1. No interest will accrue on such amount during the month of October.
This letter shall be governed by, and construed in accordance with, the laws of the State of New York excluding that body of law relating to conflicts of law.
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Deferred Compensation Side Letter – SGP
Page 2
Please indicate your agreement and acceptance of the terms and conditions of this letter agreement by executing this letter agreement in the designated space below.
Very truly yours,
COMMUNICATION INTELLIGENCE CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President and Assistant Treasurer
AGREED AND ACCEPTED:
SG PHOENIX LLC
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Member
EXHIBIT A
Deferred Compensation for SG PHOENIX LLC
Estimated through March 31, 20161.
| Amount | Month | Year | Amount | Month | Year | |
| $15,000.00 | July | 2013 | $15,000.00 | March | 2015 | |
| $15,000.00 | August | 2013 | $7,500.00 | May | 2015 | |
| $15,000.00 | September | 2013 | $15,000.00 | July | 2015 | |
| $15,000.00 | October | 2013 | $15,000.00 | August | 2015 | |
| $15,000.00 | November | 2013 | $15,000.00 | September | 2015 | |
| $15,000.00 | December | 2013 | $15,000.00 | October | 2015 | |
| $15,000.00 | January | 2014 | $15,000.00 | November | 2015 | |
| $15,000.00 | February | 2014 | $15,000.00 | December | 2015 | |
| $15,000.00 | March | 2014 | $15,000.00 | January | 2016 | |
| $15,000.00 | April | 2014 | $15,000.00 | February | 2016 | |
| $15,000.00 | May | 2014 | $15,000.00 | March | 2016 | |
| $15,000.00 | June | 2014 | $15,000.00 | July | 2013 | |
| $15,000.00 | July | 2014 | $15,000.00 | August | 2013 | |
| $15,000.00 | August | 2014 | $15,000.00 | September | 2013 | |
| $15,000.00 | September | 2014 | $15,000.00 | October | 2013 | |
| $15,000.00 | October | 2014 | $15,000.00 | November | 2013 | |
| $15,000.00 | November | 2014 | $15,000.00 | December | 2013 | |
| $15,000.00 | December | 2014 | $15,000.00 | January | 2014 | |
| $15,000.00 | January | 2015 | $15,000.00 | February | 2014 | |
| $15,000.00 | February | 2015 |
$15,000.00 |
March | 2014 | |
|
$457,500.00 |
1 Actual Deferred Compensation will depend on timing of the Next Equity Financing.
