EXHIBIT 10.5
January 14, 2000
TO: Xxx X. Vein
FROM: Xxxxx X. Xxxx
Please refer to that certain agreement (the "Employment Agreement")
made as of December 31, 1999, by and between Film Roman, Inc. ("Company") and
you ("Executive"). Please refer further to the two Stock Option Agreements dated
June 17, 1998 between Executive and Company; which such Stock Option Agreement
relate to options pertaining to 62,500 shares and the other relates to options
pertaining to 40,000.
As additional consideration for Executive's execution of the
Employment Agreement, Company (on its own behalf and on behalf of Film Roman,
Inc., Delaware) agrees that the vesting schedule referred to in paragraph 2.3(c)
of each Stock Option Agreement shall be and is hereby modified so that any
options under either Stock Option Agreement not vested as of December 31, 1999,
shall vest in twelve (12) equal monthly installments commencing on the first day
of January 2000 and thereafter on the first day of each successive month.
Please indicate your agreement with the foregoing by signing in space
provided below.
FILM ROMAN, INC.
By: /s/ Xxxx X. Xxxx
---------------------------------
Its -----------------------------
ACCEPTED AND AGREED TO:
/s/ Xxx X. Vein
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XXX X. VEIN
