Exhibit 10.31
FIRST AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT
This First Amendment to Executive
Employment Agreement (the “ Amendment ”) is made
effective as of May 8, 2009, by and between Marchex, Inc., a
Delaware corporation (“ Marchex ”), and Michael
A. Arends (“ Executive ”), in order to amend the
Executive Employment Agreement entered into between Marchex and
Executive effective as of May 1, 2003 (the “
Executive Employment Agreement ”).
WHEREAS, the parties desire to enter
into this Amendment to bring the provisions of the Executive
Employment Agreement into documentary compliance with the
applicable requirements of Section 409A of the Internal
Revenue Code, as amended, and the Treasury Regulations issued
thereunder (“ Section 409A ”).
NOW, THEREFORE, in consideration of
the mutual covenants and promises herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Marchex and Executive hereby agree
as follows:
1. Section 5.02(b) the
Executive Employment Agreement is amended in its entirety to read
as follows:
(b) Termination Other than for
Cause, or for Death, Disability or Good Reason . If
(i) Executive ceases to be a Marchex employee on account of
(A) Marchex’s termination of Executive’s
employment other than for Cause, (B) Disability,
(C) Executive’s death, or (ii) Executive resigns
his employment with Marchex after giving Marchex notice of the
occurrence of one or more events that constitute Good Reason within
a reasonable period (but not more than ninety (90) days after
such occurrence) and Marchex fails to correct such occurrence
within a reasonable time (but not more than sixty (60) days)
and Executive’s resignation occurs within ten (10) days
after the expiration of that cure period, then in addition to the
amounts payable under Section 5.02(a):
(A) The stock options held by
Executive shall become fully vested, and
(B) If Executive ceases to be an
employee within the first three (3) years of his employment,
Marchex shall pay Executive, an amount equal to one fourth
(1/4) of the amount that is Executive’s Salary. For each
additional year after three (3) full years of employment,
Executive shall be entitled to an additional amount equal to one
twelfth (1/12) of t
