FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this
“Amendment”)
is
entered into as of January 25, 2008, by and between G8WAVE
HOLDINGS, INC., a
Delaware corporation (the
“Company”),
and
XXXXX
XXXXXX
(“Executive”),
with
respect to that certain Employment Agreement between G8Wave, Inc., a Delaware
corporation, and Executive, dated as of April 2, 2007, which sets forth the
terms of Executive’s employment with the Company (the “Agreement”).
The
Agreement was assumed by the Company pursuant to that certain Agreement and
Plan
of Merger, dated as of August 13, 2007, among International Food and Wine
Consultants, Inc., a Delaware corporation (the Company’s predecessor), G8Wave,
Inc., and G8Wave Acquisition Corp., a Delaware corporation. Terms capitalized
and not otherwise defined in this Amendment shall have the meanings assigned
to
such terms in the Agreement.
FOR
GOOD AND VALUABLE CONSIDERATION,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1
Amendment
to Section 3.1 of the Agreement.
Section
3.1 of the Agreement shall be deleted in its entirety and is hereby amended
to
read in full as follows:
“3.1
Compensation
and Benefits.
(A)
Base
Salary.
During
the Term, the Company shall pay the Executive a base salary of $280,000 per
year
(said amount, together with any increases as may be determined from time to
time
by the Board in its sole discretion, being hereinafter referred to as the
“Base
Salary”).
Such
Base Salary shall be retroactive to March 1, 2007 and prorated for any partial
year of employment on the basis of a 365-day fiscal year. Subject to the
Company’s election to make a Stock Payment pursuant to Section 3.1(B), the Base
Salary shall be payable in accordance with the Company’s general payroll
practices.
(B) Stock
Payment.
The
Company may, in the sole and absolute discretion of the Company’s Board of
Directors, elect to pay the Base Salary in shares of common stock of the Company
issued under the Company’s 2007 Equity Incentive Plan (a “Stock
Election”);
provided, however, that the Company shall be permitted to make a Stock Election
for no more than eight (8)
pay
periods annually; provided, that the Company’s right to make a Stock Election
shall terminate immediately prior to the Company’s consummation of an
acquisition of all or substantially all of the business of another entity or
the
acquisition by another entity of all or substantially all of the Company’s
business, in each case, whether by merger, asset sale, stock sale, or other
form
of transaction. Without limiting the foregoing, the Executive shall have no
discretion with respect to any Stock Election made by the Company, including,
without limitation, the timing thereof. In the event of a Stock Election, the
Executive shall be entitled to receive a number of shares of the Company’s
common stock equal to (i) the portion of the Base Salary to which the Executive
is entitled during the pay period for which a Stock Election has been made
(less
all payroll deductions and all required withholdings payable in a regular
periodic payment), divided
by
(ii) the
closing price of the Company’s common stock as traded on the Over The Counter
Bulletin Board on the last business day of the pay period for which a Stock
Election has been made (shares issued pursuant to a Stock Election being
hereinafter referred to as “Compensation
Shares”).
Certificates for Compensation Shares shall be delivered to the Executive
promptly after the last day of the pay period for which a Stock Election was
made. The Company agrees that Compensation Shares shall be deemed to be issued
to the Executive as the record owner of such Compensation Shares as of the
close
of business on the last day of the pay period for which the Stock Election
was
made.
2. No
Other Modification.
Except
as amended by this Amendment, the Agreement remains unmodified and in full
force
and effect.
3. Counterparts;
Delivery by Facsimile.
This
Amendment may be executed in any number of counterparts, including counterparts
transmitted by electronic mail or facsimile, each of which when so executed
and
delivered shall be deemed an original, and all of which taken together shall
constitute but one and the same instrument
[Signature
Page Follows]
IN
WITNESS WHEREOF,
the
Company and the Executive have caused this Amendment to be executed and
delivered by their respective representatives, thereunto duly authorized, as
of
the date first above written.
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COMPANY:
a
Delaware corporation
By:
/s/ Xxxxxxx X. Xxxx,
Xx.
Name:
Xxxxxxx X. Xxxx, Xx.
Title:
Chief Financial Officer
EXECUTIVE:
/s/
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
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