FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
Exhibit 10.10
FIFTH
AMENDMENT TO SECOND AMENDED AND RESTATED
This Fifth Amendment (the “Amendment”) to that certain
Second Amended and Restated Executive Services Agreement dated
as of November 30, 2009 (the “Employment
Agreement”) by and between Pain Cuit, Inc., (the
“Lender”), Xxxx Xxxx (“Employee”) and The
Film Department Holdings Inc., a Delaware corporation, as
successor-in-interest
to The Film Department, LLC, (the “Company”), is made
as of May 27, 2010 (the “Effective Date”), and is
entered into by and between Company, Lender and Employee.
WHEREAS, Company, Lender and Employee have previously entered
into the Employment Agreement; and
WHEREAS, Company, Lender and Employee have agreed to amend
specific terms of the Employment Agreement in accordance with
the terms set forth below. All capitalized terms not defined
herein shall have the meanings ascribed to such terms in the
Employment Agreement.
NOW, THEREFORE, in consideration of the agreements made herein,
the parties hereto agree as follows:
1. The Employment Agreement is hereby amended by deleting
both references to “June 1, 2010” in
Sections 1 and 4, and substituting “July 1,
2010” in lieu thereof in both instances.
2. This Employment Agreement is intended to comply with
Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the regulations and guidance
promulgated thereunder (collectively, “Code
Section 409A”) and will be interpreted in a manner
intended to comply with Code Section 409A.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first above written.
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THE FILM DEPARTMENT HOLDINGS INC.
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PAIN CUIT, INC. | |
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/s/ Xxxx Xxxxxx
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/s/ Xxxx Xxxx
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By: Xxxx Xxxxxx
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By: Xxxx Xxxx | |
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Its: Vice Chairman & COO
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Its: President | |
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/s/ Xxxx Xxxx
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| Xxxx Xxxx |
5th
Amendment to 2nd Amended and Restated Exec. Srvcs Agrmt.
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