Exhibit
10.2
EXECUTION VERSION
AMENDMENT TO EMPLOYMENT
AGREEMENT
This agreement (the “
Amendment ”) is made and entered into as of July 31,
2009 between L-1 Identity Solutions, Inc., a Delaware corporation
(the " Company ") and James A. DePalma (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. Sections 4(a) and (b) of the
Agreement are amended in their entirety as follows:
“(a)
Base
Salary. The Executive
will receive salary at an initial annual base rate of $395,000 (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.
(b) Bonus. The Executive will be eligible for annual
bonuses (the “ Bonus ”) with a target amount of
60% of his Base Salary. The actual amount of any Bonus may be more
or less than such target and shall be determined by the Board based
on the achievement of corporate and individual objectives
determined by the Board on an annual
basis, in its absolute discretion.
If a Bonus is awarded, at the election of the Executive, the Bonus
may be paid in full or in part in unregistered common stock, par
value $0.001 per share, of the Company (“ Common Stock
”), at a price per share equal to the weighted average
closing price per share of the Common Stock over the twenty most
recent trading days on the principal exchange or market on which
the Common Stock is listed (as reported in the Wall Street
Journal ) at the same time as bonuses are paid to the other
members of management of the Company. However, the Executive may
not elect to receive the Bonus in Common Stock to the extent that
immediately after the issuance of such Common Stock, Executive,
together with his Affiliates and Associates (each as defined
pursuant to Section 203 of the Delaware General Corporation Law, or
“ Section 203 ”), would beneficially own, as
determined pursuant to Section 203(c)(9), 15% or more of the
outstanding voting securities of the Company. In the event the
Executive elects to receive all or any portion of any Bonus in
shares of Common Stock, the payment of such shares shall be
deferred at the Executive’s election by crediting such shares
to a notional account with the Company and shall be distributed
from such account upon the later of (i) the date designated (to the
extent consistent with Section 409A of the Internal Revenue Code of
1986, as amended (the “ Code ”)) by the
Executive with respect to such bonus or (ii) the earliest to occur
of the 30 th day after the first anniversary of the date
that annual bonuses are paid in cash or would have been paid to the
other membe
