| An Employment Agreement Amendment is a contract | | | | After carefully referring to the original agreement by |
| modifying a currently existing and previously executed | | | | name and date, the agreement should set forth any |
| employment agreement. They are often drafted in | | | | important recitals that led to the need for the |
| response to a material change of circumstances in | | | | amendment. For instance: |
| respect to the employer's business model, the | | | | "WHEREAS, the Employment Agreement provides |
| dynamics of the company's industry, or the individual | | | | that the Employee can earn a cash bonus if specified |
| employee's contributions. Amendments, if properly | | | | fiscal year 2005 performance objectives are attained |
| drafted, can legally modify any aspect of the original | | | | (the "2005 Bonus")" |
| employment agreement, including but not limited to | | | | "WHEREAS, the Parties believe that Employee may |
| provisions addressing the employee's compensation, | | | | become entitled to receive a 2005 Bonus based on |
| term of employment, bonus structure or method of | | | | projected fiscal year 2005 Company performance" |
| bonus payout (cash vs. stock), grounds for termination, | | | | "WHEREAS, the Parties desire to amend the |
| or benefits package. Employment Agreement | | | | Employment Agreement to provide that no 2005 |
| Amendments can contain several modifications and | | | | Bonus will be paid to the Employee and that instead |
| read quite lengthy, or can include just one modification | | | | Employee shall receive an additional equity grant of |
| and be as short as one page. | | | | restricted stock units (the "RSUs") and that the price |
| The amendment must first contain a short and | | | | conditions for the performance units (the "PUs") will be |
| accurate statement stating the date of the | | | | modified" |
| amendment and referring to the original employment | | | | It is also advisable to include a final "whereas" clause |
| agreement by name and date. For instance: | | | | stating that the parties desire that all other terms of |
| "This First Amendment to the Employment Agreement | | | | the Employment Agreement remain unchanged |
| between First Generation Marketing, a Delaware | | | | except as expressly provided herein. |
| corporation (the "Company"), and Marty McFly (the | | | | After including the appropriate recitals, the provisions of |
| "Employee") that was originally effective as of May 31, | | | | the amendment should now be drafted carefully to |
| 2005 (the "Employment Agreement") is hereby | | | | address the intentions of the parties. After the |
| entered into as of the 30th day of December 2005 | | | | appropriate provisions have been drafted, it is |
| (the "Amendment Effective Date"), by and between | | | | important to include a clause at the end stipulating that |
| the Employee and the Company (collectively, the | | | | the Parties agree that this Amendment is not intended |
| "Parties"). | | | | to confer any additional rights or obligations on or by |
| Another example: | | | | either Party beyond those expressly set out herein. In |
| "This Amendment, dated December 22, 2000 (the | | | | terms of modification of the amendment itself, the |
| "Amendment"), to the Employment Agreement, dated | | | | drafter may also want to explicitly state that the |
| December 22, 1998 (the "Agreement"), by and | | | | amendment may be amended or modified only by |
| between New Edge Media, Inc. ("NEM") and Mark | | | | written agreement executed by the Parties. |
| Jergoff ("Executive")." | | | | |