Exhibit
10.7
AMENDMENT TO AMENDED EMPLOYMENT
AGREEMENT
This Amendment to Amended Employment
Agreement (as defined below) (the “Amendment”), dated
March 12, 2009, is by and between Glowpoint, Inc., a Delaware
corporation (“Glowpoint”), and Michael Brandofino (the
“Employee”). Capitalized terms used but not
otherwise defined in this Amendment will have the meanings set
forth in the Amended Employment Agreement.
WHEREAS , Employee and Glowpoint entered into an Amended and
Restated Employment Agreement as of July 1, 2004, as amended May
15, 2007 and June 26, 2007 (collectively, the “Amended
Employment Agreement”);
WHEREAS , Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) requires employment agreement
provisions that are nonqualified plans of deferred compensation
under Code Section 409A to satisfy certain provisions of Code
Section 409A and the regulations thereunder (the “Section
409A Provisions”);
WHEREAS , Glowpoint and the Employee wish to satisfy the
Section 409A Provisions prior to a vesting event and avoid the tax
consequences of a failure to satisfy the Section 409A Provisions
upon or after a vesting event; and
WHEREAS, the Employee wishes to revise the terms of his
covenant not to compete, and Glowpoint is willing to make these
revisions.
NOW,
THEREFORE , in consideration
of the mutual covenants set forth in the Amended Employment
Agreement and this Amendment, the parties further amend the Amended
Employment Agreement as follows:
1.
Section 2.2(a) of Amended
Employment Agreement .
The following sentence is added to the end of Section 2.2(a)
of the Amended Employment Agreement effective as of January 1,
2009: “The Company shall pay the incentive compensation no
later than March 15 of the calendar year following the calendar
year for which the Employee earned the incentive
compensation.”
2.
Section 2.2(b) of Amended
Employment Agreement .
The following sentence is add
