Exhibit 10.30
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxxx Xxxxxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
II. Section 3 of the Agreement shall be amended in its entirety to read as
follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence on
the date hereof and continue until terminated by either party in accordance with
this Section 3. Such engagement may be terminated by either party without cause
as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company. Following termination of this Agreement, the Company shall pay to the
Executive all compensation and benefits that had accrued, and shall reimburse
all expenses incurred by the Executive, prior to the date of termination in
accordance with Section 2 hereof, and the Company will provide at its sole
expense health care insurance to the Executive under C.O.B.R.A as provided in
Section 2 above. The provisions of Section 4 through 13 hereof and the
C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of
the Agreement and shall continue thereafter in full force and effect."
III. Section 4 of the Agreement shall be amended in its entirety to read as
follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition of a total of two or more Directors, or by two or
more existing Directors ceasing to serve as Directors for any reason, (iii) the
Company fails to maintain D&O insurance as provided in Section 6 below or (iv)
there is a change of control of the Company, defined as (a) the acquisition by
any person or group of beneficial ownership, direct or indirect, of securities
of the Company representing 50% or more of the combined voting power of the
Company's then outstanding equity securities or (b) the merger or consolidation
of the Company with or into, or the sale or assignment of all or substantially
all the assets of the Company to, another person or entity, provided that
following such transaction the holders of voting stock of the Company
immediately prior to such transaction do not own more than 50% of the voting
stock of the company surviving such transaction or to which such assets are sold
or assigned, then, in any of such events, in addition to any other rights of the
Executive under this Agreement, the Executive may at any time within six (6)
months following such event terminate this Agreement and the Company shall then
pay to the Executive a lump sum payment equivalent to one (1) year compensation
at the rate set forth on Schedule A, and no further Services will be required.
The Executive shall also be entitled to receive C.O.B.R.A. health insurance at
the Company's expense and any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
Simon Worldwide, Inc.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------
Xxxxxx Xxxxxxxx
Director
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxxx Xxxxxxxx
---------------------------
Xxxxxx Xxxxxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxx Xxxxx (the
"Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
IV. Section 3 of the Agreement shall be amended in its entirety to read as
follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence on
the date hereof and continue until terminated by either party in accordance with
this Section 3. Such engagement may be terminated by either party without cause
as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company. Following termination of this Agreement, the Company shall pay to the
Executive all compensation and benefits that had accrued, and shall reimburse
all expenses incurred by the Executive, prior to the date of termination in
accordance with Section 2 hereof, and the Company will provide at its sole
expense health care insurance to the Executive under C.O.B.R.A as provided in
Section 2 above. The provisions of Section 4 through 13 hereof and the
C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of
the Agreement and shall continue thereafter in full force and effect."
V. Section 4 of the Agreement shall be amended in its entirety to read as
follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition of a total of two or more Directors, or by two or
more existing Directors ceasing to serve as Directors for any reason, (iii) the
Company fails to maintain D&O insurance as provided in Section 6 below or (iv)
there is a change of control of the Company, defined as (a) the acquisition by
any person or group of beneficial ownership, direct or indirect, of securities
of the Company representing 50% or more of the combined voting power of the
Company's then outstanding equity securities or (b) the merger or consolidation
of the Company with or into, or the sale or assignment of all or substantially
all the assets of the Company to, another person or entity, provided that
following such transaction the holders of voting stock of the Company
immediately prior to such transaction do not own more than 50% of the voting
stock of the company surviving such transaction or to which such assets are sold
or assigned, then, in any of such events, in addition to any other rights of the
Executive under this Agreement, the Executive may at any time within six (6)
months following such event terminate this Agreement and the Company shall then
pay to the Executive a lump sum payment equivalent to one (1) year compensation
at the rate set forth on Schedule A, and no further Services will be required.
The Executive shall also be entitled to receive C.O.B.R.A. health insurance at
the Company's expense and any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
Simon Worldwide, Inc.
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
J. Xxxxxxx Xxxxx
Chairman Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxx Xxxxx
-------------------------------
Xxxxx Xxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Xxxxxx Xxxxxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
VI. Section 3 of the Agreement shall be amended in its entirety to read as
follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence on
the date hereof and continue until terminated by either party in accordance with
this Section 3. Such engagement may be terminated by either party without cause
as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company. Following termination of this Agreement, the Company shall pay to the
Executive all compensation and benefits that had accrued, and shall reimburse
all expenses incurred by the Executive, prior to the date of termination in
accordance with Section 2 hereof, and the Company will provide at its sole
expense health care insurance to the Executive under C.O.B.R.A as provided in
Section 2 above. The provisions of Section 4 through 13 hereof and the
C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of
the Agreement and shall continue thereafter in full force and effect."
VII. Section 4 of the Agreement shall be amended in its entirety to read as
follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition of a total of two or more Directors, or by two or
more existing Directors ceasing to serve as Directors for any reason, (iii) the
Company fails to maintain D&O insurance as provided in Section 6 below or (iv)
there is a change of control of the Company, defined as (a) the acquisition by
any person or group of beneficial ownership, direct or indirect, of securities
of the Company representing 50% or more of the combined voting power of the
Company's then outstanding equity securities or (b) the merger or consolidation
of the Company with or into, or the sale or assignment of all or substantially
all the assets of the Company to, another person or entity, provided that
following such transaction the holders of voting stock of the Company
immediately prior to such transaction do not own more than 50% of the voting
stock of the company surviving such transaction or to which such assets are sold
or assigned, then, in any of such events, in addition to any other rights of the
Executive under this Agreement, the Executive may at any time within six (6)
months following such event terminate this Agreement and the Company shall then
pay to the Executive a lump sum payment equivalent to one (1) year compensation
at the rate set forth on Schedule A, and no further Services will be required.
The Executive shall also be entitled to receive C.O.B.R.A. health insurance at
the Company's expense and any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
Simon Worldwide, Inc.
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
J. Xxxxxxx Xxxxx
Chairman Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This Amendment No. 1 to Executive Services Agreement is made as of May 3,
2004 by and between Simon Worldwide, Inc. (the "Company") and J. Xxxxxxx Xxxxx
(the "Executive").
INTRODUCTION
The Company and the Executive have previously entered into an Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The Company and the
Executive have also previously entered into a letter agreement dated February 7,
2003 whereby the Company agreed to compensate the Executive for, among other
things, the additional obligations, responsibilities and potential liabilities
of serving as the Company's co-chief executive officer, including those under
the Xxxxxxxx-Xxxxx Act of 2002. The Executive has been instrumental in helping
the Company satisfy its liabilities and attain solvency over the preceding years
and is being asked to perform a significant role in determining the future
course of the business. In order to (i) ensure that the Company might retain his
knowledge, expertise and services in such endeavor, (ii) induce the Executive to
remain as co-CEO since the aforesaid letter agreement has expired and will not
be renewed and (iii) retain the continuing commitment of the Executive to
provide the Company with the substantial time and attention necessary to meet
the needs of the Company, the Company and the Executive agree that the Agreement
shall be amended as follows:
I. Section 2 of the Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on the payment
terms set forth on Schedule A. The Executive shall also be entitled to
reimbursement of reasonable and necessary out-of-pocket expenses incurred by the
Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate
documentation. In addition, during the term of this Agreement the Executive and
any dependants shall be entitled to participate at no cost to the Executive in a
health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be
eligible to participate in C.O.B.R.A. coverage at the expense of the Company
following termination of employment hereunder for as long as then permissible
under C.O.B.R.A and at the same benefit level as of the date hereof."
VIII. Section 3 of the Agreement shall be amended in its entirety to read
as follows:
"3. TERM. The Executive's engagement by the Company hereunder shall commence on
the date hereof and continue until terminated by either party in accordance with
this Section 3. Such engagement may be terminated by either party without cause
as follows: The Company may terminate this Agreement at any time by giving
notice of termination to the Executive and making a lump sum payment to the
Executive equivalent to one (1) year compensation at the rate set forth on
Schedule A, and no further Services will be required. The Executive may
terminate this Agreement by giving one (1) year prior written notice to the
Company. Following termination of this Agreement, the Company shall pay to the
Executive all compensation and benefits that had accrued, and shall reimburse
all expenses incurred by the Executive, prior to the date of termination in
accordance with Section 2 hereof, and the Company will provide at its sole
expense health care insurance to the Executive under C.O.B.R.A as provided in
Section 2 above. The provisions of Section 4 through 13 hereof and the
C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of
the Agreement and shall continue thereafter in full force and effect."
IX. Section 4 of the Agreement shall be amended in its entirety to read as
follows:
"4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is removed, or
voluntarily resigns upon the request of the Board or a significant shareholder,
from the Company's Board of Directors or is not nominated, appointed or elected
to a new term on the Board of Directors following the expiration of the existing
term, (ii) the composition of the Company's Board of Directors changes from the
date hereof by the addition of a total of two or more Directors, or by two or
more existing Directors ceasing to serve as Directors for any reason, (iii) the
Company fails to maintain D&O insurance as provided in Section 6 below or (iv)
there is a change of control of the Company, defined as (a) the acquisition by
any person or group of beneficial ownership, direct or indirect, of securities
of the Company representing 50% or more of the combined voting power of the
Company's then outstanding equity securities or (b) the merger or consolidation
of the Company with or into, or the sale or assignment of all or substantially
all the assets of the Company to, another person or entity, provided that
following such transaction the holders of voting stock of the Company
immediately prior to such transaction do not own more than 50% of the voting
stock of the company surviving such transaction or to which such assets are sold
or assigned, then, in any of such events, in addition to any other rights of the
Executive under this Agreement, the Executive may at any time within six (6)
months following such event terminate this Agreement and the Company shall then
pay to the Executive a lump sum payment equivalent to one (1) year compensation
at the rate set forth on Schedule A, and no further Services will be required.
The Executive shall also be entitled to receive C.O.B.R.A. health insurance at
the Company's expense and any other payments as provided in Section 2 above."
All other terms and provisions of the Agreement shall remain in full force
and effect. This Amendment No. 1 to Executive Services Agreement has been
executed and delivered as of the date first above written.
Simon Worldwide, Inc.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxx
Director
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxx X. Xxxxxxx
Assistant Secretary
The Executive
/s/ J. Xxxxxxx Xxxxx
-------------------------------
J. Xxxxxxx Xxxxx
