Exhibit
10.3
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 Atick (hereinafter referred to as the
"Employee") and amends that certain Employment Agreement dated
August 29, 2006 between L-1 Identity Solutions, Inc. (now named L-1
Identity Solutions Operating Company). 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 (the “Initial Term”) and
continue for three years ending on August 29, 2012, 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:
“2.4
[Reserved]”
3. Section 2.5 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 upon written notice to Employee of such
termination, and Employee may effect a Resignation for Good Reason
in accordance with procedures set forth in Section 2.1(f). 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 to such
amounts, in the case of an effective date of Termination Other Than
For Cause or Resig
