AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT
This
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”),
is
made as of April 24, 2008, by and between JDCO, Inc., a California corporation
(“Corporation”),
and
Xxxxxx Xxxxx (“Executive”).
WHEREAS,
the Corporation and Executive entered into an Employment Agreement dated as
of
November 27, 2006 (the “Employment
Agreement”);
WHEREAS,
the Corporation desires to appoint Executive as Chief Operating Officer of
the
Company and amend certain provisions of the Employment Agreement;
WHEREAS,
capitalized terms not defined herein shall have the meanings set forth in the
Employment Agreement.
1.
Section 1 of the Employment Agreement is hereby amended and restated in its
entirety as follows:
“Section
1 Duties.
During
the term of this Agreement, the Executive agrees to be employed by the
Corporation to serve as Secretary,
Chief Financial Officer, and Chief Operating Officer,
and the
Corporation agrees to employ and retain the Executive in such capacities. In
such capacity, the Executive shall render such managerial, administrative and
other services associated with or incident to the development of a franchise
program and sales and shall perform such other duties and responsibilities
for
the Corporation as the Corporation may reasonably require, consistent with
such
position. The Executive shall devote a substantial portion of his business
time,
energy and skill to the affairs of the Corporation and the Executive shall
report to the Corporation's Chief Executive Officer.
In
the
event that the Corporation changes the Executive's title, working conditions
or
specifies duties so that the Executive's powers and duties are diminished or
reduced, or include powers, duties or working conditions which are not generally
consistent with his duties, or if the Corporation changes the reporting
relationship so that the Executive reports to another officer or employee,
other
than the Corporation's Chief Executive Officer, then at any time thereafter,
at
the Executive's option and upon thirty days notice, and provided that such
changes shall not have been rescinded or corrected to the reasonable
satisfaction of the Executive within said thirty day period, the Executive
shall
have the right to terminate the employment relationship, and in such event,
the
employment shall be deemed to have been terminated by the Corporation without
cause.”
2. Agreement
Remains in Full Force and Effect.
Except
as specifically set forth in this Amendment, all of the terms and conditions
of
the Employment Agreement shall remain in full force and effect.
3. Amendments.
No
amendment, modification, termination or waiver of this Amendment shall be valid
or effective, unless in writing and signed by the parties to this Amendment.
Any
such amendment, modification or waiver shall be binding upon each of the parties
hereto. This Amendment and the Employment Agreement shall be read together
as a
single, integrated agreement.
4. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, this Amendment No. 1 to Employment Agreement is executed as
of
the day and year first above written.
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CORPORATION:
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JDCO,
INC.
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| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Chief Executive Officer | ||
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EXECUTIVE:
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| /s/ Xxxxxx Xxxxx | ||
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Xxxxxx
Xxxxx
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