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
Xxxxxxxx Xxxx, an individual residing at 00 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx
XX00 0XX (the "EMPLOYEE"), to amend, supplement and clarify certain provisions
of the Agreement dated November 27, 2003 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 SECTION 3(A) AND SCHEDULE 1.
A. Section 3(A) of the Employment Agreement states that employment
of Employee shall continue "unless and until terminated by either party giving
to the other not less than 3 months' notice in writing to expire on or at any
time after the expiry of that fixed period." Schedule 1 to the Employment
Agreement lists the Employee's Notice period as "6 months." The parties agree
that the correct Notice period for Employee is six months and the reference in
Section 3(A) of the Employment Agreement to "3 months' notice" is hereby revised
and modified to refer to "6 months' notice", consistent with Schedule 1 thereto.
B. Schedule 1 to the Employment Agreement lists the Employee's Job
title as "Director of Content and Distribution." The parties agree that the
Employee's correct Job title is "Chief Operating Officer" and the reference in
Schedule 1 to the Employment Agreement is hereby revised and modified to reflect
such title.
C. Schedule 1 to the Employment Agreement states that:
"Subject to approval, you will be granted the following share
options at 30c:
50,000 upon the company achieving quarterly profitability
post-merger
100,000 upon the company achieving audited annual profitability
100,000 upon the company achieving subsequent annual profits
growth of at least 10%."
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
250,000 shares of the Company's common stock, which options have an exercise
price of U.S. $0.30 per share, shall expire on December 31, 2008 and shall vest,
subject to Employee's continuous employment with the Subsidiary through the
applicable date, as follows: (i) 50,000 shares shall vest at such time as the
Company first records gross profits (as determined on a consolidated basis and
in accordance with U.S. Generally Accepted Accounting Procedures ("US GAAP"))
for any fiscal quarter, (ii) 100,000 shares shall vest at such time as the
Company first records gross profits (as determined on a consolidated basis and
in accordance with US GAAP) in any annual audited financial statements for a
fiscal year (such profits, the "INITIAL YEAR PROFITS"), and (iii) 100,000 shares
shall vest at such time thereafter as the Company's gross profits for a fiscal
year (as determined on a consolidated basis and in accordance with US GAAP) as
recorded in the annual audited financial statements for such fiscal year are
equal to or greater than the product of 110% multiplied by the Initial Year
Profits.
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 XXXXXXXX XXXX:
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
In the presence of:
/s/ Xxx Xxxxxxx
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Name:
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