SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This
Second Amendment to Employment Agreement (this "Amendment"), dated September
20,
2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter
"Glowpoint"), and Xxxxx X. Xxxxxxxx (hereinafter "Employee"). Capitalized terms
used but not otherwise defined in this Amendment shall have the meanings set
forth in the Employment Agreement (as defined below).
WHEREAS,
Employee and Glowpoint entered into an Employment Agreement on May 1, 2006
and
amended that agreement by an Employment Agreement Amendment on April 24, 2007
(as amended, the “Employment Agreement”); and
WHEREAS,
the
Company and Employee desire to amend the employment terms;
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Severance
Upon Termination
Without Cause;
Resignation for Good Reason or Death.
Section
3.3 of the Employment Agreement is hereby amended to provide that Employee
will
be entitled to 12 months salary upon his termination
without Cause, his resignation for Good
Reason or his death. Therefore, the first sentence of Section 3.3 is amended
to
delete “six (6) months” and insert “twelve (12) months” in its place and shall
read as follows: “If
Employee is terminated without Cause or if Employee resigns for Good Reason
(as
defined below) or dies,
Employee
shall be entitled to severance equal to twelve (12) months of his Base Salary,
at his then current rate of compensation.”
2. Entire
Agreement.
This
Amendment is the final, complete and exclusive agreement between the Parties
relating to the subject matter hereof, and supersedes all prior or
contemporaneous proposals, understandings, representations, warranties, promises
and other communications, whether oral or written, relating to such subject
matter. Unless specifically amended by this Amendment, all terms of the
Employment Agreement remain unchanged and are in full force and effect. If
any
provision of the Employment Agreement, as amended by this Amendment, is held
by
a court of competent jurisdiction to be unenforceable for any reason, the
remaining provisions hereof shall be unaffected and remain in full force and
effect.
In
Witness Whereof, the parties have duly executed this Agreement as of the date
first written above.
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Glowpoint,
Inc.
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| By: | /s/ Xxxxxxx Xxxxxxxxxx | /s/ Xxxxx X. Xxxxxxxx | ||
|
Xxxxxxx Xxxxxxxxxx |
Xxxxx X. Xxxxxxxx |
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|
President
and CEO
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