FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
This
First Amendment to Executive Employment Agreement (the
“First
Amendment”) is entered into as of May 4, 2017 by and
among Issuer Direct Corporation, a Delaware corporation (the
“Company”) and Xxxxx X.
Xxxxxxxxx (the “Executive”).
BACKGROUND
A. The
Company and the Executive are parties
to that certain Executive Employment Agreement dated as of April
30, 2014 (the “Original
Agreement”);
and
B. The
Company and the Executive desire to
amend the Original Agreement as set forth in this First
Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
Company and the Executive agree as follows:
1. Incorporation
of Recitals; Defined Terms. The recitals set forth above are
hereby incorporated by reference into this First Amendment.
Capitalized terms used, and not otherwise defined herein, shall
have the meanings given to such terms in the Original
Agreement.
2. Amendments
to Original Agreement.
(a) Effective
as of May 1, 2017, Section 4 of the Original Agreement is deleted
and replaced in its entirety with the following:
“4.
Salary. For all services rendered and to
be rendered hereunder, the Company agrees to pay to the Executive,
and the Executive agrees to accept a salary of $200,000 per annum
(“Base
Salary”). Any such salary shall be payable in
accordance with the Company’s normal payroll practice and
shall be subject to such deductions or withholdings as the Company
is required to make pursuant to law, or by further agreement with
the Executive. The Base Salary shall be reviewed annually by the
Board or the Compensation Committee of the Board during the first
fiscal quarter for increase (but not decrease, except as permitted
under Section 8(c)(ii) below) as part of its annual compensation
review (which review shall include compensation under Sections 5
and 6 below), and any increased amount shall become the Base Salary
under this Agreement.”
(b) Effective
as of May 1, 2017, Section 5 of the Original Agreement is deleted
and replaced in its entirety with the
following:
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“5.
Incentive
Compensation. During the Term, the Executive shall be
eligible to receive annual bonus compensation in an amount equal to
forty percent (40%) of the Base Salary upon the achievement of
reasonable target objectives and performance goals both of the
Company and the Executive as may be determined by the Board or the
Compensation Committee of the Board in consultation with the
Executive. Such target objectives and performance goals are to be
established on or before the end of the first quarter of the fiscal
year to which the bonus relates (the “Bonus Plan”) and the
Executive must continue to be an employee of the Company on the
bonus payment date determined under the Bonus Plan in order to
receive any payment under the Bonus Plan; provided, however, such bonus
payment date shall be no later than fifteen days after the filing
of the Company’s Form 10-K with the Securities and Exchange
Commission.”
3. Miscellaneous.
The Original Agreement and this First Amendment contain the entire
understanding of the Company and Executive with respect to the
subject matter hereof, and supersede all prior representations,
agreements and understandings relating to the subject matter
hereof. In the event of an inconsistency between the terms of the
Original Agreement and this First Amendment with respect to the
matters the subject matter hereof, this First Amendment will
govern. Except as explicitly amended by this First Amendment, the
Original Agreement shall remain in full force and effect and are
not altered in any way.
[SIGNATURE
PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company
and the Executive have caused this
First Amendment to Executive Employment Agreement be executed and
as of the date referenced above.
COMPANY:
ISSUER DIRECT CORPORATION
By:/s/
Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Board of Directors
EXECUTIVE:
By:/s/
Xxxxx X.
Xxxxxxxxx
Xxxxx
X. Xxxxxxxxx
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