Second Amendment To Change of Control and Severance Benefits Agreement
EXHIBIT
10.49
Second
Amendment
To
Change
of Control and Severance Benefits Agreement
This
Second Amendment (the
“First Amendment”) to Change of Control and Severance Benefits Agreement is made this 6h day
of April, 2009, by and between ImageWare Systems, Inc., a Delaware corporation
(the “Company”), on the one hand, and Xxxxx Xxxxxxx, Vice President of
Engineering and Chief Technical Officer, on the other hand (the “Executive”).
WHEREAS, the Company and the
Executive entered into a Change of Control and Severance Benefits Agreement
dated as of May 21, 2007 which was then subsequently amended on the
27h day
of September, 2008 (the “Severance Agreement”); and
WHEREAS, the Executive
continues to perform valuable services for the Company and the Company desires
to assure itself of the continuing services of Executive; and
WHEREAS, in consideration of
the foregoing and in order to amend the terms of the Agreement and to provide
for the continued services of the Executive in accordance with the present
intent of the Company and the Executive.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
receipt of which is hereby acknowledged, and in further consideration of the
mutual covenants contained in the Severance Agreement, the parties do hereby
agree that the Severance Agreement is hereby amended as follows:
Section “2. Term of
Agreement” strike the
language “continue until June 30, 2009” and replace it with “continue until
December 31, 2009”.
_________________________________ _________________________________
ImageWare
Systems,
Inc.
Xxxxx Xxxxxxx
