AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 dated as of October 1, 1998 (this "Amendment"), TO
EMPLOYMENT AGREEMENT, dated as of October 1, 1995, by and between CARIBINER
INTERNATIONAL, INC., a Delaware corporation having offices at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and XXXXXXX X. XXXXXXX, an
individual residing at 000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee are each parties to that certain
Employment Agreement, dated as of October 1, 1995, between the Company and
Employee (the "Employment Agreement");
WHEREAS, the parties hereto desire to amend and supplement the
Employment Agreement subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree to amend and
supplement the Employment Agreement as follows:
1. Compensation; Bonuses; Options. (a) Section 4(a) of the Employment
Agreement shall be amended by deleting the figure $385,000 and replacing it
with the figure $500,000 so that Employee's Base Salary shall be equal to
$500,000 per year during the Term (as herein extended).
(b) Section 4(b) of the Employment Agreement shall be
amended to provide that Employee's annual bonus compensation (the "Bonus"),
payable on or about December 15th of each year during the Term (the first of
such bonuses shall be payable on or about December 15, 1998), shall be in an
amount equal to up to fifty percent (50%) of Employee's Base Salary (or such
higher amount as the Board (or the Compensation Committee thereof (the
"Committee")) shall determine. Payment of the Bonus shall be subject to the
Company's achievement of certain performance objectives (the "Performance
Objectives") and the Company's or Employee's achievement, as applicable, of
certain Management Business Objectives ("MBO's"), each as determined by the
Board or the Committee for each applicable fiscal year of the Company. Seventy
percent (70%) of the Bonus shall be predicated upon achievement of the
Performance Objectives and thirty percent (30%) of the Bonus shall be
predicated upon achievement of the MBO's (as determined by the Board or the
Committee in its discretion). The Bonus shall be in lieu of the Tier 1 bonus
provided for in Section 4(b) of the Employment Agreement.
(c) As soon as practicable after the execution and delivery
of this Amendment, the Company shall grant to Employee such number of stock
options under the Company's 1996
Stock Option Plan, as amended (the "Plan"), commensurate with Employee's title
and responsibilities hereunder (subject to approval by the Company's
stockholders, if applicable). Promptly after the grant thereof, Employee and
the Company shall enter into a Stock Option Agreement in the form adopted
pursuant to the Plan.
2. Term. Section 6 of the Employment Agreement shall be amended so
that the Term shall be extended for a period of three (3) years from the date
hereof, unless terminated prior thereto in accordance with Section 8 of the
Employment Agreement. The last two (2) sentences of Section 6 of the
Employment Agreement (with respect to Non-Renewal Notice) shall remain as set
forth therein.
3. Ratification. As amended and supplemented by this Amendment, the
terms and conditions of the Employment Agreement are hereby ratified and
confirmed and shall continue to be and remain in full force and effect
throughout the remainder of the Term.
4. Capitalized Terms. Unless otherwise defined herein, the defined
terms utilized herein shall have the same meaning as set forth in the
Employment Agreement.
5. Counterparts. The Amendment may be executed in two (2) or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
IT WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
CARIBINER INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Director - Chairman of
Compensation Committee
