Englewood, Colorado 80111
180
Connect Inc.
0000
X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
August
3,
2007
Mr.
Xxxxx
XxXxxxxx
00000
X.
000xx Xxxxxx
Xxxxxxxxxx
Xxxxxxx, 00000
Re: Amendment
to Employment Agreement
Dear
Xxxxx,
Reference
is made to (i) that certain amended director employment agreement (the
“Employment
Agreement”),
effective as of September 30, 2006, between you and 180 Connect, Inc., a Nevada
corporation (the “Company”),
and
(ii) that certain Arrangement Agreement, dated as of March 13, 2007, by and
among the Company, 6732097 Canada Inc. (“Purchaser”),
a
corporation incorporated under the laws of Canada and an indirect wholly-owned
subsidiary of Ad.Venture Partners, Inc., a Delaware corporation (“Parent”),
and
Parent, as amended by Amendment No. 1 thereto dated as of July 2, 2007 (as
so
amended, the “Arrangement
Agreement”),
pursuant to which, subject to the terms and conditions thereof, the Purchaser
and the Parent will acquire all of the issued and outstanding common shares
of
the Company and assume the obligation to issue common stock upon exercise of
the
Company Options, the Company SARs and Company Warrants (each as defined in
the
Arrangement Agreement) and conversion of the Convertible Debentures (as defined
in the Arrangement Agreement) (the “Arrangement”).
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Employment Agreement.
This
letter is intended to amend the Employment Agreement as set forth below, subject
to and effective upon the consummation of the Arrangement (the “Effective
Time”).
1. Notwithstanding
anything to the contrary herein or in the Employment Agreement, the Employment
Agreement shall continue in full force and effect, including, but not limited
to, your entitlement to participate in our discretionary annual bonus plan,
until December 31, 2007 (except with respect to Section 4(c) thereof, which
shall be revised in accordance with Paragraph 6(ii) below).
2. Your
Employment Agreement shall be terminated on December 31, 2007 and thereafter
the
provisions of this letter agreement shall govern. For the 2008 calendar year,
you shall serve as the non-executive Chairman of the Board of Directors of
180
Connect Inc., a Delaware corporation (the “Combined
Entity”)
on a
part-time basis. Your duties as Chairman shall be as set forth in the bylaws
of
the Combined Entity and as provided under Delaware law. During the 2008 calendar
year, you shall receive $240,000 as an annual salary and shall be entitled
to
participate in the Combined Entity’s discretionary bonus plan, which shall
provide you with an opportunity to earn up to 100% of your annual salary for
meeting quarterly and annual financial objectives, which financial objectives
will be established by the Board of Directors of the Combined Entity and shall
be considered by the Compensation Committee of the Combined Entity in awarding
any discretionary bonus. The Compensation Committee of the Combined Entity
shall
evaluate and make recommendations regarding the attainment of quarterly goals
to
the Board of Directors of the Combined Entity at the conclusion of each quarter
and any bonus deemed earned during the quarter shall be paid within thirty
days
of the close of the contract quarter.
3. From
January 1, 2009 to September 30, 2009, you shall continue to serve as the
non-executive Chairman of the Board of Directors of the Combined Entity at
an
annual salary of $75,000. However, you shall not be entitled to participate
in
the Combined Entity’s discretionary bonus plan.
4. After
October 1, 2009, you shall continue as a director of the Combined Entity until
the expiration of your term as a director. During this time, you shall be
compensated at the same level as the Combined Entity compensates its independent
directors.
5. From
the
Effective Time until such time as you are no longer a director of the Combined
Entity, you shall be entitled to all benefits provided by the Combined Entity
in
accordance with the plans and practices of the Combined Entity applicable to
directors of the Combined Entity, as they may be amended from time to time.
Without limiting the generality of the foregoing, the Combined Entity shall
reimburse you for all reasonable expenses incurred by you in the course of
performing your duties as a director which are consistent with the Combined
Entity’s policies, as they may be amended from time to time, subject to the
Combined Entity’s requirements with respect to reporting and documentation of
such expenses. In addition, you will be indemnified for your actions as a
director of the Combined Entity to the fullest extent permitted by Delaware
law,
and shall be covered under the Combined Entity’s directors and officers
insurance policies in effect from time to time.
6. In
consideration for your agreement to terminate the Employment Agreement prior
to
the end of its term, (i) you shall be entitled to a cash severance payment
in
the amount of $400,000, payable on December 31, 2007, and (ii) you shall be
granted 170,000 restricted stock units and 170,000 share appreciation rights
or
stock options of the Combined Entity. Such securities shall be issued on the
same terms and in the same form as those granted to the Combined Entity’s chief
executive officer, as determined by the Compensation Committee of the Combined
Entity.
7. You
shall
be entitled to a transaction bonus in the amount of $1.6 million, as approved
by
the board of directors of the Company, payable at the Effective
Time.
-2-
8. For
the
avoidance of doubt, this letter agreement is subject to the consummation of
the
Arrangement.
|
Sincerely
yours,
|
|||
| /s/ Xxxxx Xxxxxxxxx | |||
|
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive
Officer
|
Acknowledged
and accepted:
/s/
Xxxxx
XxXxxxxx
Xxxxx
XxXxxxxx
-3-
