Exhibit
10.5
EXECUTION VERSION
AMENDMENT TO EMPLOYMENT
AGREEMENT
This agreement (this “
Amendment ”) is made and entered into as of July 31,
2009 between L-1 Identity Solutions, Inc., a Delaware corporation
(the " Company ") and Joseph S. Paresi (hereinafter referred
to as the " Executive ") and amends that certain Employment
Agreement dated as of August 29, 2006 between Viisage Technology,
Inc. and the Executive (the " Agreement "), which Agreement
was assumed by the Company on May 16, 2007.
WHEREFORE , the parties desire to extend the term of the
Agreement and make certain other amendments to the
Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants set forth herein, and intending to be legally bound, the
parties agree as follows:
1. Section 1 of the Agreement is
amended in its entirety as follows:
“ 1.
Term.
The initial term of this Agreement
(the “ Initial Term ”) shall commence as of
August 29, 2009, and continue for three years ending on August 29,
2012 (unless this Agreement is terminated earlier in accordance
with Section 10 below). Upon the expiration of the Initial Term,
this Agreement shall be automatically renewed for consecutive
one-year terms, unless a party hereto gives the other party written
notice of non-renewal, which notice must be received no later than
90 days prior to the expiration of the Term. The Initial Term,
together with any extension thereof, is referred to herein as the
“ Term .””
2. Section 4(a) of the Agreement is
amended in its entirety as follows:
“ (a)
Base Salary. The Executive
will receive salary at an initial annual base rate of $335,000 (the
“ Base Salary ”), payable in equal increments
not less often than monthly in arrears and in any event consistent
with the Company’s payroll policy and practices. In addition,
the Board shall perform an annual review of Executive’s
performance and, in its sole discretion, may make appropriate
adjustments in Executive’s base salary (it being understood
that any reduction in such base salary shall constitute Good
Reason). Such annual review shall be conducted by the Board after
the Company’s year-end results have become available (it is
contemplated that such review shall occur in or near to March of
each year), and any increases in Base Salary determined at such
time shall be retroactive to January 1 of the year of
determination. In addition, any increases in Base Salary determined
by the Board as part of its 2010 annual review ( i.e . after
the Company’s 2009 year-end results have become available)
shall be retroactive to August 29, 2009. Executive shall receive a
lump sum payment in respect of all such retroactive
adjustments.”
3. The first sentence of Section
4(b) of the Agreement is amended in its entirety as
follows:
“The Executive will be
eligible for annual bonuses (the “ Bonus ”) with
a target amount of 60% of his Base Salary.”
4. The following sentence is hereby
added as the final sentence of Section 4(b) of the
Agreement:
“Unless otherwise subject to a
deferral election by the Executive which is valid pursuant to
Section 409A of the Code, any Bonus shall be paid as promptly as
practicable following the end of the calendar year and, so as to
avoid the application of Section 409A of the Code to the Bonus, in
no event shall the Company pay any Bonus later than two and
one-half (2.5) months following the end of the year in which the
Executive’s right to the Bonus is no longer subject to a
substantial risk of forfeiture, as determined for purposes of
Section 409A of the Code.”
5. The following sentence is added
as the final sentence of Section 4(c) of the Agreement:
“So as to avoid the
application of Section 409A of the Code to benefits and
reimbursements received by Executive, (i) no benefit or payment due
to the Executive in respect of a fringe benefit shall be subject to
liquidation or exchange for another benefit or payment, and (ii)
the amount reimbursed under a frin
