AMENDMENT
This
Amendment (the “Amendment”)
is
made and entered into as of June 6, 2008, by and between RINO International
Corporation, a Nevada corporation (the “Company”),
and
Xxxxx Xxxxxxxxxx (the “Employee”; together with the Company, each a Party and
collectively, the Parties). Reference is made to that certain Employment
Agreement dated as of September 28, 2008, by and between the Parties (the
“Agreement”).
WHEREAS,
the Parties wish to correct certain errors contained in the Agreement by the
Amendment so that the Agreement, together with and as amended by the Amendment,
reflects the intentions of the Parties at the time of the
Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements herein, and other good and valuable consideration, the Parties
agree as follows:
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1.
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The
definition of “Effective Date” in Section 1.6 of the Agreement is hereby
amended and restated in its entirety as
follows:
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“Effective
Date” means September 28, 2007.
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2.
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Section
4.2 of the Agreement is hereby amended and restated in its entirety
as
follows:
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“4.2
Option. Employee shall be awarded 250,000 options to purchase Common Stock
exercisable at $5.38 per share, vesting in 3 equal installments with 1/3 of
the
options vested on each of January 1, 2009, January 1, 2010 and January 1, 2011.
The options shall become exercisable on their respective vesting date and shall
expire on the third anniversary of their respective vesting date. Regardless
of
the reason for the Termination, the Parties agree that (i) if the employment
of
the Employee is terminated before January 1, 2009, then the Employee is not
entitled to any Option, and (ii) if the employment of the Employee is terminated
on or after January 1, 2009, then the Employee shall only be entitled to the
right to exercise the options that have been vested as of the Date of
Termination.”
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3.
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The
Agreement, together with and as amended by the Amendment, contains
the
entire agreement among the parties concerning the subject matter
hereof
and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the
parties with respect thereto.
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4.
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To
the extent it is applicable, each of the sections under Section 8
“MISCELLANEOUS” shall apply to the
Amendment.
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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year
first above written.
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RINO
INTERNATIONAL CORPORATION
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By:
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/s/
Xxxxx Xxxxxxxxxx
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By:
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Xxxxx
Xxx
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Xxxxx
Xxx
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Chief Executive Officer | |||
