Exhibit 10.2
SERVICES AGREEMENT AMENDMENT #1
This Amendment (#1), dated June 1st, 2007 ("the Amendment Date"), is between
Xxxxxxx X. Xxxxx ("XXXXX" or "the Executive") and Direct Insite Corp. ("DIRI"),
and amends the Services Agreement between the parties dated August 1st, 2006,
(the "Agreement").
RECITALS
WHEREAS, DIRI and XXXXX entered into the Agreement and now desire to amend the
Agreement in certain respects, with this Amendment to be effective on and after
June 1st, 2007, (the "Amendment Effective Date");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, DIRI and XXXXX agree to amend the sections of
the Agreement as follows:
3. Term. Subject to earlier termination on the terms and conditions hereinafter
provided, the term of this Services Agreement shall be from August 1st, 2006
until December 31st, 2010.
4. Compensation. For all services rendered by Xxxxx under this Agreement,
compensation shall be paid to Xxxxx as follows:
(a) Effective the date of this Amendment and for the remaining term of the
Agreement Xxxxx shall receive $15,500 per month as compensation. Prior stock
option awards to purchase shares of Direct Insite Corp. common stock shall
continue to vest ratably on a monthly basis to July 31st, 2008. Effective August
1st, 2008 until December 31st, 2010 Xxxxx shall receive a monthly stock grant in
the amount of 5,000 shares of Direct Insite Corp. restricted common stock, such
restriction shall be removed upon termination of this Agreement as set forth
below. As further consideration, Xxxxx shall receive a $25,000 cash bonus to be
paid upon execution of this Amendment.
6. Severance Benefits.
c) The severance benefits under this section in the event of 1.)
termination by the Company without cause or 2.) by Xxxxx for Good Reason within
twelve months following a "Change of Control," as defined in Section 14 of the
Agreement, shall consist of the immediate vesting of all unvested shares of
common stock and options, and the removal of any restriction upon any shares of
common stock held in Xxxxx'x name. "Good Reason" is defined as (i) a material
reduction of the Executive's authority, duties or responsibilities and the
Executive has provided the Company with reasonable notice and an opportunity to
cure, (ii) a reduction in the Executive's base salary or (iii); any failure of
the Company materially to comply with and satisfy the terms of this Agreement.
In the event of termination for cause by the Company or voluntary termination
without good reason by Xxxxx, unvested restricted stock amounts shall be
forfeited.
d) In the event that Company elects to terminate this agreement without
cause then as severance the Company will make a lump sum payment to Xxxxx of
twelve months salary, payable on the date of termination of this Agreement.
Definitions. Capitalized terms used in the Amendment, to the extent not
otherwise defined in this Amendment, shall have the same meanings as in the
Agreement.
Ratifications. The terms and provision set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Agreement.
The terms and provisions of the Agreement, as expressly modified and superseded
by this Amendment, are ratified and confirmed and shall continue in full force
and effect, and shall continue to be legal, valid, binding and enforceable
obligations of the parties.
Counterparts. This Amendment may be executed in several counterparts, all of
which taken together shall constitute a single agreement between the parties.
IN WITNESS WHEREOF, XXXXX and DIRI have caused this Amendment to be executed as
of the date first set forth above.
ACCEPTED AND AGREED TO BY:
DIRECT INSITE CORP. XXXXX
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: CFO Title: EVP & COO
Date: 8/22/07 Date: 8/22/07
