EXHIBIT 10.4
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
--------------------
THIS AMENDMENT, dated as of February 25, 2004 (this "Amendment"), by
and between DEBT RESOLVE, INC. (formerly Lombardia Acquisition Corp.) (the
"Company") and XXXXX X. XXXXXXXXX (the "Executive").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into an Employment
Agreement, dated February 20, 2003 and effective as of January 13, 2003 (the
"Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement to
modify the payment of Base Salary of the Executive.
NOW, THEREFORE, the parties hereto hereby agree that the Agreement be
amended as follows:
1. DEFINITIONS; REFERENCES; CONTINUATION OF AGREEMENT. Unless otherwise
specified herein, each term used herein that is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof," "hereto," "hereunder," "herein" and "hereby" and each other similar
reference, and each reference to "this Agreement" and each other similar
reference, contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby. Except as amended hereby, all terms and
provisions of the Agreement shall continue and remain in full force and effect.
2. REMUNERATION. In order to modify the payment of Base Salary of the
Executive under Section 3(a) of the Agreement, Item E of Exhibit A of the
Agreement shall be deleted and replaced, in its entirety with the following:
"E. FOR SECTION 3(a):
The annual rate referred to in Section 3(a) shall be as follows:
(a) if at the date of any Base Salary payment, the aggregate amount of
the Company's net cash on hand provided from operating activities and net cash
and/or investments on hand provided from financing activities is sufficient to
cover the Company's projected cash flow requirements (as established by the
Company in good faith from time to time) for the next succeeding 12 months (the
"Projected Cash Requirement"), the annual rate shall be One Hundred Fifty
Thousand Dollars ($150,000); and
(b) if at the date of any Base Salary payment, the Company's projected
cash flow provided from operating activities is sufficient to cover the
Company's Projected Cash Requirement, the annual rate shall be Two Hundred Forty
Thousand Dollars ($240,000); PROVIDED, that such Base Salary shall increase to
an annual rate of Four Hundred Fifty Thousand Dollars ($450,000) upon the later
to occur of (i) January 1, 2004 and (ii) the date upon which the Company
completes the sale or license of its system with respect to 400,000 consumer
credit accounts;
PROVIDED, HOWEVER, that any payments of Base Salary shall be allocated equally
among the Executive, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxxxx)."
3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
4. COUNTERPARTS. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first above written.
DEBT RESOLVE, INC. EXECUTIVE:
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxx
--------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxx
General Counsel and Secretary
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
--------------------
THIS AMENDMENT, dated as of February 25, 2004 (this "Amendment"), by
and between DEBT RESOLVE, INC. (formerly Lombardia Acquisition Corp.) (the
"Company") and XXXXXXX X. XXXXXX (the "Executive").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into an Employment
Agreement, dated February 20, 2003 and effective as of January 13, 2003 (the
"Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement to
modify the payment of Base Salary of the Executive.
NOW, THEREFORE, the parties hereto hereby agree that the Agreement be
amended as follows:
1. DEFINITIONS; REFERENCES; CONTINUATION OF AGREEMENT. Unless otherwise
specified herein, each term used herein that is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof," "hereto," "hereunder," "herein" and "hereby" and each other similar
reference, and each reference to "this Agreement" and each other similar
reference, contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby. Except as amended hereby, all terms and
provisions of the Agreement shall continue and remain in full force and effect.
2. REMUNERATION. In order to modify the payment of Base Salary of the
Executive under Section 3(a) of the Agreement, Item E of Exhibit A of the
Agreement shall be deleted and replaced in its entirety with the following:
"E. FOR SECTION 3(a):
The annual rate referred to in Section 3(a) shall be as follows:
(a) if at the date of any Base Salary payment, the aggregate amount of
the Company's net cash on hand provided from operating activities and net cash
and/or investments on hand provided from financing activities is sufficient to
cover the Company's projected cash flow requirements (as established by the
Company in good faith from time to time) for the next succeeding 12 months (the
"Projected Cash Requirement"), the annual rate shall be One Hundred Fifty
Thousand Dollars ($150,000); and
(b) if at the date of any Base Salary payment, the Company's projected
cash flow provided from operating activities is sufficient to cover the
Company's Projected Cash Requirement, the annual rate shall be Two Hundred Forty
Thousand Dollars ($240,000); PROVIDED, that such Base Salary shall increase to
an annual rate of Four Hundred Fifty Thousand Dollars ($450,000) upon the later
to occur of (i) January 1, 2004 and (ii) the date upon which the Company
completes the sale or license of its system with respect to 400,000 consumer
credit accounts;
PROVIDED, HOWEVER, that any payments of Base Salary shall be allocated equally
among the Executive, Xxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxxxxx)."
3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
4. COUNTERPARTS. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first above written.
DEBT RESOLVE, INC. EXECUTIVE:
By: /s/ Xxxx X. Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Xxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxxx
President and Chief Operating Officer
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
--------------------
THIS AMENDMENT, dated as of February 25, 2004 (this "Amendment"), by
and between DEBT RESOLVE, INC. (the "Company") and XXXX X. XXXXXXXXXXX (the
"Executive").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into an Employment
Agreement, dated June 9, 2003 (the "Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement to
modify the payment of Base Salary of the Executive.
NOW, THEREFORE, the parties hereto hereby agree that the Agreement be
amended as follows:
1. DEFINITIONS; REFERENCES; CONTINUATION OF AGREEMENT. Unless otherwise
specified herein, each term used herein that is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof," "hereto," "hereunder," "herein" and "hereby" and each other similar
reference, and each reference to "this Agreement" and each other similar
reference, contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended hereby. Except as amended hereby, all terms and
provisions of the Agreement shall continue and remain in full force and effect.
2. REMUNERATION. In order to modify the payment of Base Salary of the
Executive under Section 3(a) of the Agreement, Item E of Exhibit A of the
Agreement shall be deleted and replaced, in its entirety with the following:
"E. FOR SECTION 3(a):
The annual rate referred to in Section 3(a) shall be as follows:
(a) if at the date of any Base Salary payment, the aggregate amount of
the Company's net cash on hand provided from operating activities and net cash
and/or investments on hand provided from financing activities is sufficient to
cover the Company's projected cash flow requirements (as established by the
Company in good faith from time to time) for the next succeeding 12 months (the
"Projected Cash Requirement"), the annual rate shall be One Hundred Fifty
Thousand Dollars ($150,000); and
(b) if at the date of any Base Salary payment, the Company's projected
cash flow provided from operating activities is sufficient to cover the
Company's Projected Cash Requirement, the annual rate shall be Two Hundred Forty
Thousand Dollars ($240,000); PROVIDED, that such Base Salary shall increase to
an annual rate of Four Hundred Fifty Thousand Dollars ($450,000) upon the later
to occur of (i) January 1, 2004 and (ii) the date upon which the Company
completes the sale or license of its system with respect to 400,000 consumer
credit accounts;
PROVIDED, HOWEVER, that any payments of Base Salary shall be allocated equally
among the Executive, Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxx)."
3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
4. COUNTERPARTS. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date first above written.
DEBT RESOLVE, INC. EXECUTIVE:
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxxxxx
--------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxxxx
General Counsel and Secretary
