THIS AMENDMENT AGREEMENT is dated the 2nd day of June, 2009,
Exhibit 10.40
THIS
AMENDMENT AGREEMENT is dated the 2nd day of June, 2009,
BETWEEN:
LIVE
CURRENT MEDIA INC., a corporation incorporated under the laws of Nevada (the
"Company"),
- and
-
XXXXXXXX
XXXXXXX of Vancouver, British Columbia (the "Executive").
WHEREAS
the Company and the Executive (collectively, "the parties") entered into an
agreement (the "Employment Agreement") dated as of September 8, 2007 pursuant to
which the Company employed the Executive as therein provided until January 31,
2009;
AND
WHEREAS the parties entered into an agreement dated February 4, 2009, amending
the Employment Agreement (the "Separation Agreement");
AND
WHEREAS the Executive has secured new employment and, therefore, the parties.
wish to amend the Separation Agreement as set forth herein;
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
the terms and conditions contained herein, the parties covenant and agree with
each other that the Separation Agreement be amended as follows:
1.
Section 2(b)(i)-(ii): As of September 1, 2009, the remaining severance allowance
and additional benefits to be paid to Executive shall be paid in equal
semi-monthly installments over a period of ten (10) months rather than over a
period of five (5) months. As a result, the gross amount of each payment
representing the severance allowance and additional benefits will be reduced by
50% and the
payments will continue through June 30, 2010. The payments will continue to be
paid on each of the Company's regular paydays and shall be subject to the
Company's normal payroll practices,
2. Section
2(b)(iii): The Executive will defer the net monthly equity payments that
the Company is obligated to pay him
during the 2009 calendar year to December 31, 2009.
3. Section
2tb)(iv): Commencing September 1, 2009, the Company will no longer pay for and
administer Executive's MSP and Sun Life benefits or Executive's monthly cell
phone expense.
4. Section
2(b)(v): The parties agree that Executive shall not be entitled to relocation
expenses under the Separation Agreement.
5. Executive
acknowledges that he is not entitled to any other compensation, benefit, or
payment from the Company other than that expressly set forth in this Agreement,
The Executive further agrees that the amounts paid and the value of benefits
provided herein may be applied as a set-off against any later claim that he may
make.
6. The
Executive acknowledges that he has not relied upon the Company or its legal
counsel for any advice in connection with the tax treatment of the payments set
forth herein. The Executive agrees to indemnify and hold the Company harmless
from any and all claims or liability, including costs and legal fees, incurred
as a result of the Executive's tax treatment of the payments set forth herein,
or in respect of income tax payable by Executive that was not withheld, or in
respect of any Employment Insurance or Canada Pension Plan amounts payable by
the Company relating to or arising from Executive's employment or the
termination thereof,
7. Other
than as provided herein, all of the terms and conditions of the Employment
Agreement and the Separation Agreement shall remain in full force and effect,
Without limiting the foregoing, Executive specifically acknowledges his
continuing duties and obligations under paragraphs 8 (Inventions, Etc.), 9
(Ion-Competition), 10 (No Solicitation of Customers), 11 (No Solicitation of
Employees), and 12 (Confidentiality) of the Employment Agreement.
8. Executive
acknowledges that he:
(a) has
had sufficient time to review and consider this Agreement
thoroughly;
(b) has
read and understands the terms of this Agreement and his obligations hereunder;
and
(c) has
been given an opportunity to obtain independent legal advice, or such other
advice as he may desire concerning the interpretation and effect of this
Agreement.
IN WITNESS WHEREOF
the parties have executed this Agreement as of the day and year first
above written.
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By: /s/ C. Xxxxxxxx
Xxxxxxx
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C.
Xxxxxxxx Xxxxxxx
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/s/ Xxxxxxxx
Xxxxxxx
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Xxxxxxxx
Xxxxxxx
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