EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment")
is made, entered into and effective as of February 26, 2007,
between GoFish Corporation (the “
Company ”),
and Michael Downing, an individual (the “
Executive ”).
RECITALS
WHEREAS ,
the Company and the Executive are parties to an Employment
Agreement dated as of October 27, 2006 (the “Employment
Agreement”) pursuant to which the Executive serves as
President and Chief Executive Officer of the Company;
WHEREAS ,
simultaneous with the execution of this Amendment, the Executive
intends to resign his title of President and retain his title of
Chief Executive Officer of the Company; and
WHEREAS ,
the parties hereto desire to amend the Employment Agreement to
reflect certain understandings between the Company and the
Executive.
NOW, THEREFORE ,
in consideration of the mutual covenants and agreements herein
contained, and the parties’ continued performance of their
mutual obligations under the Employment Agreement, the parties
hereto agree that the Employment Agreement shall be amended as
follows:
1.
Capitalized
terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Employment
Agreement.
2.
Section
2 of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
2.
Position and Duties .
During the term of the Executive’s employment hereunder, the
Executive shall continue to serve in, and assume duties and
responsibilities consistent with, the position of Chief Executive
Officer, unless and until otherwise instructed by the Company. The
Executive agrees to devote to the Company substantially all of his
working time, skill, energy and best business efforts during the
term of his employment with the Company, and the Executive shall
not engage in business activities outside the scope of his
employment with the Company if such activities would detract from
or interfere with his ability to fulfill his responsibilities and
duties under this Agreement or require substantial amounts of his
time or of his services.
3.
Section
12(c)(i) of the Employment Agreement is hereby amended and
restated to read in its entirety as follows:
12.
Termination of Employment .
.
...
(c)
“
Cause. ”
(i)
At
any time during the term of this Agreement, the Company may
terminate this Agreement and the Executive’s employment
hereunder for “Cause.” For purposes of this
Agreement, “
Cause ”
shall be defined as the occurrence of:
(A)
gross neglect, malfeasance or gross insubordination in performing
the Executive’s duties under this Agreement; (B) the
Executive’s conviction for a felony, excluding convictions
associated with traffic violations; (C) an egregious act of
dishonesty (including without limitation theft or embezzlement) or
a malicious action by the Executive toward the Company’s
customers or employees; (D) a willful and material violation of any
provision of Sections 13 and 14 hereof; (E) intentional reckless
conduct that is mate
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