Exhibit 10.85
AMENDMENT NO. 1
TO
EMPLOYMENT
AGREEMENT
This Amendment No. 1 (this
“ Amendment ”), dated as of December 23,
2008, amends the Employment Agreement (the “ Agreement
”) entered into on March 19, 2008, by and between Force
Protection, Inc., a Nevada corporation (the “
Company ”), and Michael Moody (the “
Executive ”).
WHEREAS, in order to avoid certain adverse federal income
tax consequences to the Executive as a result of Section 409A
of the Internal Revenue Code of 1986, as amended, the Company and
the Executive desire to enter into this Amendment to amend certain
provisions of the Agreement in accordance with Section 21 of
the Agreement.
NOW, THEREFORE,
for and in consideration of the
promises and the mutual covenants and agreements in the Agreement
and herein, the Company and the Executive hereby agree as
follows:
1.
Capitalized Terms
. Capitalized terms
that are not defined in this Amendment shall have the meanings
ascribed thereto in the Agreement.
2.
The third
sentence in the second to last paragraph of
Section 3(c) of the Agreement is amended in its entirety
to read as follows:
“The
Executive must provide a Notice of Termination within ninety (90)
days of the initial existence of an event constituting Good Reason
(including any such event which occurs prior to a Change in Control
pursuant to the first sentence of this paragraph) or such event
shall not constitute Good Reason under this
Agreement.”
3.
The second
sentence of Section 3(d) of the Agreement is amended in
its entirety to read as follows:
“For purposes of this
Agreement, a “ Notice of Termination ”
means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to
the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the Date of
Termination (which date shall be not less than thirty (30) nor more
than sixty (60) days after the giving of such notice or, if later,
the date of the Change in Control if the Executive gives notice of
an event described in Section 3(c) which occurs
prior to a Change in Control).”
4.
Section 3(e) of the
Agreement is amended by adding the following language at the end
thereof to read as follows:
“If the Company delivers a
Non-Renewal Notice pursuant to Section 1 hereof, the
Date of Termination means the last day of the Employment
Period.”
