Exhibit 10.1
AMENDMENT AGREEMENT
This Amendment Agreement is made as of the 13th day of January 2005 (the
"Amendment"), by and between the undersigned employee (the "Employee") and ANTs
software inc., a Delaware corporation (the "Company").
R E C I T A L
WHEREAS, the parties hereto have agreed to amend the terms of that certain
Salary Agreement dated October 29, 2004 (the "Salary Agreement") as set forth
below;
NOW THEREFORE, in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. AMENDMENT TO THE SALARY AGREEMENT. Section 1 of the Salary Agreement is
amended to read in full as follows:
1. SALARY AND CONTINGENT BONUS. Employee and the Company agree that
effective January 1, 2005, Employee's salary shall be set at One Hundred and
Fifty Thousand dollars ($150,000) per annum, subject to the Company's state
federal and other withholding obligations, payable semi-monthly, and that
Employee's salary shall remain at this level until mutual agreement between the
Employee and the Company. In the event the Company raises $2.5 million (net of
commissions) between November 1, 2004 and February 1, 2005 and in the event
Employee is still employed by the Company, Employee shall receive a bonus
("Bonus") in an amount equal to $20,834 plus $4,167 times the number of full
months from January 1, 2005 until the date of payment of such Bonus. Employee
understands and agrees that in performing services to the Company, Employee will
not effect transactions in securities, and will not act, either directly or
indirectly, as a broker, dealer, or investment advisor (as such terms are
defined under applicable federal and state securities laws and regulations).
Employee further understands and acknowledges that Employee's employment with
the Company is not for a specified term, it is at-will, and may be terminated by
Employee or the Company at any time without notice, for any reason and for no
reason, with or without cause. Employee hereby waives his rights, if any, under
the Separation Agreement entered into between the parties on or about January 8,
2001.
2. MISCELLANEOUS. This Amendment amends and is a part of the Salary
Agreement. The Salary Agreement as modified by this Amendment remains in full
force and effect among the parties. The Amendment may be executed simultaneously
in two or more counterparts, each one of which need not contain the signatures
of more than one party, but all such counterparts taken together shall
constitute one and the same agreement. This Amendment shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California. If one or more provisions of this Amendment are held to be
unenforceable under applicable law, such provision, or such portion of such
provision as may be necessary, shall be excluded from this Amendment and the
balance of the Amendment shall be interpreted as if such provision were so
excluded and shall be thereafter enforceable in accordance with its terms. In
the event of any claim, dispute, litigation, arbitration or action concerning or
related to this Amendment, or any alleged breach of this Amendment, the
prevailing party shall be entitled to reasonable attorneys fees, costs of suit
and disbursements in addition to any other remedies or damages which may be
properly awarded or awardable. This Amendment is the entire agreement of the
parties and supersedes any prior agreements between them, whether written or
oral, with respect to the subject matter hereof. The parties have had an
opportunity for legal review of all of the terms hereof. The parties therefore
agree that, in interpreting any issues which may arise, any rules of
construction related to who prepared this Amendment or otherwise are not
intended and shall be inapplicable, each party having contributed or having had
the opportunity to contribute to clarify any issue, and the parties hereto being
joint authors hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment by their agent
duly authorized as of the date first above written.
ANTS SOFTWARE INC. EMPLOYEE
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
------------------------- ---------------------
Xxxx Xxxxxx, Name: Xxxxxxx Xxxxxxx
President
Address: 000 Xxxxxx Xxxx, Xxxxx X Address: _____________________
Xxxxxxxxxx, Xx 00000 _____________________
