AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit
99.1
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT (this “Amendment”)
is entered into as of June 1, 2010, by and between WLG Inc., a Delaware
corporation (the “Company”)
and Xxxxxx Xxxxxxxx (the “Executive”).
RECITALS
WHEREAS, the Company and the
Executive entered into that certain Employment Agreement, dated as of October
28, 2009 (the “Agreement”);
and
WHEREAS, the Company and the
Executive have determined that it is in the best interest of the Company to
amend his salary effective as of April 1, 2010 in accordance with the terms of
this Amendment;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive hereby agree as
follows:
1. Definitions. All
capitalized terms used in this Amendment, but not otherwise defined, shall have
the meanings ascribed to them in the Agreement.
2. Amendment to Section
7 of the
Agreement. Section 7 of the Agreement is amended by deleting
the current Section 7 of the Agreement and inserting in its place and stead, the
following language:
“7. Salary
and Bonus
Salary
The
Employee will be paid a fixed gross annual salary of HKD 2,940,000 per annum
(i.e. HKD 245,000 per month x 12) payable in arrears on the last day of each
month.
Performance Bonus
The
Employee will be eligible for a discretionary bonus payment based on the annual
benchmarks to be set by the Company and agreed by the Employee.
Accrued Compensation
Accrued
compensation owed to Employee in the amount of HKD101,000 per month shall be
deferred and paid to the Employee at a time mutually agreed by the Company and
the Employee”
2. Amendment to Section
3.2(a) of the
Agreement. Section 3.2(a) of the Agreement is amended by
deleting the current Section 3.2(a) of the Agreement and inserting in its place
and stead, the following language:
“3.2(a) During
the period commencing on the date of this Agreement to December 31, 2011, either
party may terminate this Agreement at any time by the provision of three (3)
month’s prior written notice to the other party. Thereafter, either
party may terminate this Agreement at any time by the provision of nine (9)
month’s prior written notice to the other party.”
3. Effective
Date. The foregoing amendments to the Agreement shall be
effective as of April 1, 2010.
4. No Other
Amendments. Except as specifically amended hereby, the
Agreement remains otherwise unmodified and in full force an effect, and is
hereby ratified by the Company and the Executive.
5. Counterparts. This Amendment may be
executed in two counterparts, each
of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.
6. Governing Law,
Etc. This Amendment shall be governed by and construed
exclusively in accordance with the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Amendment shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the City,
County and State of New York and agree that any process in any such action may
be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect as if personally served upon them in New York City. The parties hereto
expressly and irrevocably waive any claim that any such jurisdiction is not a
convenient forum for any such suit or proceeding and any defense or lack of in
personam jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and
disbursements.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have
signed this Amendment to the Agreement as of the day and year set forth
above.
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By:
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/s/ Xxxxxxxxxxx
Xxxx
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Name: Xxxxxxxxxxx
Xxxx
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Title:
Chairman of the Board of Directors
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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