Exhibit 10.1
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as
of March 24, 2009 (this "Amendment"), is entered into by and
between Steve Yin (hereinafter called "Employee"), and St. Bernard
Software, Inc. (hereinafter the "Employer"), with reference to the
following:
RECITALS
WHEREAS, Employee and Employer entered into that
certain Employment Agreement made as of September 22, 2008 (the
“Employment Agreement”);
WHEREAS, Employee and Employer desire by this
Amendment to amend, modify and supplement the Employment Agreement
as set forth herein, effective February 1, 2009 (the
“Amendment Effective Date”).
NOW, THEREFORE, in consideration of good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties to this Amendment, Employee and
Employer hereby agree as follows:
1.
Recitals . The Recitals set forth above are incorporated
herein as though set forth in full herein.
2.
Services; Title . Commencing on the Amendment Effective
Date, Paragraph 1 of the Employment Agreement is amended and
restated in its entirety to read as follows:
“Services; Title . Employee shall be employed as
Executive Vice President of Sales and Marketing (the
“Title”) and provide such services as Employer shall
reasonably request to be performed (the "Services") on a full-time
basis and shall devote substantially all of Employee's work efforts
to the business and operations of Employer. The position shall
report directly to the Chief Executive Officer
. Employee's Title shall be subject to change by Company
at any time.”
3.
Compensation, Benefits and Reviews.
(a) Commencing on the Amendment Effective
Date, Paragraph 2(a) of the Employment Agreement is amended and
restated in its entirety to read as follows:
“Pay
Employee's salary by check or direct deposit twice per month in
equal installments in accordance with Employer's regular salary
payment schedule, which shall be paid at the current rate of $8,750
(before deductions made at Employee's request, if any, and for
deductions required by federal, state and local law)
semi-monthly.”
(b) Commencing
on the Amendment Effective Date, Exhibit C to the Employment
Agreement is replaced in its entirety with the 2009 Sales
Variable (Commission) Compensation plan (the “Plan”),
attached to this Amendment as Exhibit A .
(c) Employer
will grant Employee 25,000 non-qualified stock options to
vest over a three (3) year period with one third (1/3)
vesting on the first anniversary of the date of the grant and
the remainder two thirds (2/3) vesting over the remaining two (2)
years on a monthly basis thereafter (such shares to vest on the
first day of each month thereafter until such shares are vested in
full). The stock options’ exercise price will be
priced at the closing share price on the date of grant and will be
subject to Employee signing Employer’s form stock option
agreement. The stock options shall be governed by the St. Bernard
Software, Inc. 2005 Stock Option Plan, as it may be amended from
time to time.
4. Commencing on the Amendment Effective Date,
Paragraph 3(a) of the Employment Agreement, entitl
