Exhibit
10.4
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 Mark S. Molina (hereinafter referred to as the
"Employee") and amends that certain Employment Agreement dated
August 29, 2006 between Viisage Technology, Inc. and the Employee
(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 2.2 of the Agreement is
amended and restated in its entirety as follows:
“2.2 Term . The term of
employment of Employee by the Company under this Agreement shall
commence on August 29, 2009 and continue for three years ending on
August 29, 2012 (the “Initial Term”), unless earlier
terminated as provided in this Agreement. 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 2.4 of the Agreement is
amended and restated in its entirety, as follows:
“(a) Notwithstanding anything
else in this Agreement, the Company may effect a Termination Other
Than For Cause at any time after giving at least thirty (30) days
notice to Employee of such termination or pay in lieu of such
notice, and Employee may effect a Resignation for Good Reason in
accordance with procedures set forth in Section 2.1(b). Upon the
effective date of any Termination Other Than For Cause or
Resignation for Good Reason Employee shall immediately be paid all
earned but unpaid salary and all awarded but unpaid bonus for any
completed calendar year (a “Completed Year”), and all
accrued but unpaid vacation pay, all to the effective date of
termination. In addition, Employee shall receive the following: (A)
notwithstanding any provision of any plan or agreement to the
contrary, all options to purchase common stock and other
stock-based awards for the benefit of Employee granted by the
Company shall immediately vest and become exercisable in full (and
shall remain exercisable for the shorter of 36 months after such
termination, the expiration of the maximum original term of such
option or, so as to avoid the application of Section 409A of the
Code to such option, the tenth anniversary of the grant date of
such option) and/or all restrictions on such stock-based awards
shall lapse, as applicable, (B) an amount equal to the bonus
awarded to the Employee for the most recent Completed Year for
which a bonus was determined by the Board of Directors of the
Company and, in the event of a Termination Other Than for Cause or
Resignation for Good Reason occurring after a Completed Year but
prior to the determination by the Board of Directors of the Company
of the bonus for the Completed Year, a bonus for the
Completed Year in an amount not less
than the target bonus referenced in Section 3.2 and set forth on
Schedule A , and (C) an amount equal to 24 months of base
salary, at the monthly base salary rate in effect at the date of
termination. In addition, until the earlier of twelve (12) months
following the effective date of the Termination Other Than for
Cause or Resignation for Good Reason, or when provided by a
successor employer, the Company shall make COBRA payments to
continue Employee’s medical, dental and vision benefits (or
pay Employee an amount equivalent to such COBRA payments) and shall
make payments to continue Employee’s term life insurance (or
pay Employee an amount equivalent to the premiums in effect prior
to termination). Any amounts payable under subsections (B) and (C)
above shall be paid as follows: (i) so as to avoid the application
of Section 409A of the Code t
