EXHIBIT 10.60.1
SALARY AMENDMENT
Dated as of September 1, 2001
To
EMPLOYMENT AGREEMENT
WHEREAS, ACTV, INC. ("ACTV") and XXXX XXXXXXX ("Employee") are parties to an
employment agreement (as the same may have been amended prior to the date
hereof, the "Employment Agreement") pursuant to which ACTV or an affiliate of
ACTV currently employs Employee; and
WHEREAS, in a joint effort to address ACTV's current financial needs, ACTV
desires, and Employee has agreed, to amend the Employment Agreement, effective
as of September 1, 2001, to effect a reduction in the annual salary currently
being paid to Employee thereunder;
NOW, THEREFORE, in consideration of the premises, the parties hereby agree as
follows:
1. Salary Reduction. During the period commencing on the date hereof to and
including the earliest of (i) such date (if any) as the Chief Executive Officer
of ACTV may, in his sole discretion, hereafter rescind this instrument for and
on behalf of ACTV by written notice to Employee, (ii) the date (if any) of any
final disposition of all or substantially all of ACTV's stock, businesses and/or
assets or (iii) the date (if any) of any "transfer of control" (as such term is
hereinafter defined) (the date of any such rescission, disposition or transfer
of control, whichever shall first occur, being a "Rescission Date"), Employee
shall accept a $30,000.00 reduction in his current annual salary, with the
result that from and after September 1, 2001 to and including the Rescission
Date, Employee's annual salary under his Employment Agreement (exclusive of any
bonus or other compensation payable thereunder) shall, notwithstanding any
provision of Employee's Employment Agreement to the contrary, be Two Hundred
Twenty Thousand dollars ($220,000.00), less applicable withholding taxes and
other payroll deductions required by law, payable in accordance with ACTV's
customary payroll practices. Nothing herein shall be deemed to obligate ACTV (or
any ACTV affiliate) to pay to Employee, prior to, upon or after the Rescission
Date (if any), any sum that Employee shall have foregone prior thereto as a
consequence of this instrument, except as herein otherwise expressly provided in
Section 2 below.
For purposes hereof, a "change of control" shall be deemed to occur upon the
date that any of the following shall first occur:
(a) a person (other than a person who is an officer or a director of ACTV on the
effective date hereof), including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, becomes, or obtains the right to become,
the beneficial owner of ACTV securities having more than 50% of the combined
voting power of such of the then outstanding securities of ACTV as may be cast
for the election of directors of ACTV;
(b) a merger of ACTV is consummated in which ACTV is not the surviving entity;
or
(c) ACTV's stockholders approve the dissolution or liquidation of ACTV.
2. Severance Adjustment. Any severance that shall become payable to Employee
under his Employment Agreement during or after the term of this instrument shall
be calculated without reference to either this instrument or the salary
reduction effected hereby.
3. Waiver. By his acceptance and execution of this instrument, Employee
acknowledges and confirms his consent hereto and waives any claim that the
herein-specified reduction of his annual salary from the date hereof to and
including the Rescission Date constitutes a breach of, or otherwise provides him
with any right to terminate his employment under, his Employment Agreement.
4. Ratification. As hereinabove amended, Employee's Employment Agreement is
hereby ratified and confirmed to be in full force and effect.
5. Governing Law. This instrument shall be governed by the laws of the State of
New York, without reference to such State's laws governing conflicts of laws.
IN WITNESS WHEREOF, ACTV and the undersigned Employee have executed this
instrument as of the date first set forth above.
ACTV, INC.
By: /s/ Xxxxx Xxxxx
---------------------------------
Title:
/s/ Xxxx Xxxxxxx
-------------------------------------
XXXX XXXXXXX
("Employee")
