EMPLOYMENT AGREEMENT AMENDMENT
Exhibit
99.1
EMPLOYMENT
AGREEMENT AMENDMENT
This
Employment Agreement Amendment (this "Amendment"), dated May 15, 2007, is
by and
between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"),
and
Xxxxxxx Xxxxxxxxxx (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 Amended and Restated Employment Agreement
as of July 1, 2004 (the “Employment Agreement”); and
WHEREAS,
Employee was promoted to the Company’s Chief Executive Officer and President on
April 7, 2006 and the Company wishes to continue to employ Employee in such
capacity, and Employee wishes to continue to work for Company;
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. Position.
Section
1.1 of the Employment Agreement is hereby amended to delete the first sentence
in its entirety and replace it with, “Employee is employed by the Company to
render services to the Company in the position of Chief Executive Officer
and
President.” All references in the Agreement to “Executive Vice President and
Chief Technology Officer” are replaced with “Chief Executive Officer and
President.”
2. Additional
Option and Restricted Stock Grant.
A new
Section 2.8 and Section 2.9 are hereby added to the Employment
Agreement:
“2.8 Additional
Options.
The
Company shall recommend to the Compensation Committee and the Board that
the
Employee be granted stock options (the “Additional Options”) to purchase two
hundred thousand (200,000) shares of Common Stock of the Company, with an
option
to acquire 100,000 shares vesting immediately and the balance of the Additional
Options vesting one-third annually thereafter on the anniversary of the
grant.
2.9 Restricted
Stock.
The
Company shall recommend to the Compensation Committee and the Board that
Employee be
granted
restricted stock ("Restricted Stock") in the amount of four hundred thousand
(400,000) shares of Common Stock of the Company.
(a) Other
than as expressly provided herein, the Restricted Stock shall be forfeited
if
the Employee’s employment with the Company is terminated for any reason.
Notwithstanding the foregoing, the risk of forfeiture of the Restricted Stock
will irrevocably lapse with respect to 200,000 shares upon the second
anniversary of this Amendment and with respect to the remaining 200,000 upon
the
fourth anniversary of this Amendment. The Employee may, in his discretion
and
subject to the satisfaction of applicable income and employment tax withholding
obligations, make an election under Section 83(b) of the Internal Revenue
Code
with respect to the Restricted Stock. Employee’s entitlement to any Restricted
Stock that may be approved by the Board and/or Compensation Committee is
conditioned upon Employee’s signing of a separate Restricted Stock Agreement and
payment of the par value of the Restricted Stock if required.
(b) The
risk
of forfeiture of the Restricted Stock shall lapse upon a Change in Control
or
Corporate Transaction (as each is defined in the Restricted Stock Agreement)
as
long as Employee remains employed by the Company during the period commencing
thirty (30) days prior to the date of the Change of Control or Corporate
Transaction.
3. Employment
Reporting.
All
references in the Agreement to the Employee reporting to, and/or accepting
assignments or orders from, “the President and CEO” shall be replaced by “the
Board of Directors”, as the context requires.
4. 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.
| Glowpoint, Inc. | |||
| /s/ Xxxx Xxxxxxx | /s/ Xxxxxxx Xxxxxxxxxx | ||
|
Name: Xxxx Xxxxxxx |
Xxxxxxx Xxxxxxxxxx |
||
|
Title:
Director and Member of the Compensation Committee
|
