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
XXXXXXX
X. XXXXXXX
(“Employee”),
with
respect to that certain Employment Agreement between G8Wave, Inc., a Delaware
corporation, and Employee, dated as of April 21, 2006, which sets forth the
terms and conditions of Employees 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 of the Agreement. Section 3 of the Agreement shall be deleted
in its entirety and is hereby amended to read in full as follows
“3. Compensation
and Benefits.
a.
Annual
Salary.
In
consideration for the services to be provided hereunder and regardless
of the
position of Employee within the Company, the Company shall pay Employee
an
annual salary of $225,000 (the “Annual
Salary”).
Subject to the Company’s election to make a Stock Payment pursuant to Section
3(b), the Annual 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 Annual 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 Employee 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 by the Company, Employee shall be entitled
to
receive a number of shares of the Company’s common stock equal to (i) the
portion of the Annual Salary to which Employee 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 Employee 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 Employee
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,
Company
and Employee 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/ Xxxxx
Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Chief Executive Officer
EMPLOYEE:
By:
/s/ Xxxxxxx X.
Xxxxxxx
XXXXXXX
X. XXXXXXX
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