FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "FIRST AMENDMENT") is made as of November 24,
2004, by and among Narrowstep Limited (registered number 4412126) (the
"SUBSIDIARY"), Narrowstep Inc., a Delaware corporation (the "COMPANY"), and
Xxxxx Xxxx, an individual residing at 00000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx,
XX 00000 (the "EMPLOYEE"), to amend, supplement and clarify certain provisions
of the Agreement dated October 1, 2002 between the Subsidiary and the Employee
regarding the terms of the Employee's employment with the Subsidiary (the
"EMPLOYMENT AGREEMENT"). Capitalized terms not defined herein have the meanings
set forth in the Employment Agreement.
W I T N E S S E T H T H A T:
WHEREAS, the Subsidiary and the Employee entered into the Employment
Agreement; and
WHEREAS, the parties hereto desire to add the Company as a party to the
Employment Agreement and to clarify and amend certain provisions of the
Employment Agreement; and
WHEREAS, the Employee has agreed to such clarifications and amendments and
is willing to provide the services under the Employment Agreement as amended
hereby.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. CLARIFICATION AND AMENDMENT OF SCHEDULE 1.
A. Schedule 1 to the Employment Agreement lists Employee's
Remuneration as "(pound)48,000." The parties agree that, in satisfaction and in
lieu of such requirement, the Employee's Remuneration shall, commencing on March
1, 2004, be base salary at the annualized rate of (pound)60,000 per year payable
in accordance with the customary payroll practices of the Subsidiary, as they
may be in effect from time to time.
B. Schedule 1 to the Employment Agreement states that:
"You will be offered 777,252 share options at strike price of 20
cents that represents 5% of the company's equity at 28 February
2003.
The share options would have the following vesting and vesting
restrictions:
After Year 1: 25%
After Year 2: 25%
After Year 3: 40%
After Year 4: 10%
The above options expire on 30th September 2008."
The parties agree that, in satisfaction and in lieu of such requirement, the
Employee has been granted prior to the date hereof options for an aggregate of
777,252 shares of the Company's common stock, which options have an exercise
price of U.S. $0.20 per share, shall expire on December 31, 2008, and which
options shall vest, or have vested, in each case subject to Employee's
continuous employment with the Subsidiary through the applicable date, as
follows: (i) 194,313 shares vested on January 1, 2004, (ii) 194,313 shares
vested on July 1, 2004, (iii) 310,901 shares shall vest on July 1, 2005, and
(iv) 77,725 shall vest on July 1, 2006.
2. RATIFICATION OF EMPLOYMENT AGREEMENT. Except as expressly amended or
modified pursuant to the terms of this First Amendment, the Employment Agreement
shall continue in full force and effect. Employee hereby waives any and all
rights, whether accrued or contingent, which he may otherwise have had under the
Employment Agreement pursuant to provisions thereof which have been modified or
superceded by this First Amendment, except, in all cases, as arise as a result
of the provisions hereof. The clarifications and amendments to the Employment
Agreement contained in this First Amendment shall be considered an integral part
of the Employment Agreement.
3. CHOICE OF LAW. This First Amendment shall be governed and interpreted
in accordance with English law.
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EXECUTED as a DEED for and on behalf of the Subsidiary by:
/s/ Iolo Xxxxx
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Director
/s/ Xxxxxx Xxxxxxx
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Secretary
EXECUTED as a DEED for and on behalf of the Company by:
/s/ Iolo Xxxxx
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Chief Executive Officer
Signed by the said XXXXX XXXX:
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
In the presence of:
/s/ Xxx Xxxxxxx
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Name:
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