EXHIBIT 99.2
AMENDMENT OF EMPLOYMENT
AGREEMENT
This Amendment of Employment
Agreement (“ Amendment ”) is made and entered
into as of February 1, 2007, by and between Rainmaker Systems,
Inc., a Delaware corporation (the “ Company ”),
and Steve Valenzuela (“ Employee ”), for the
purpose of amending the Employment Agreement dated as of
February 24, 2005 by and between the Company and Employee (the
“ Employment Agreement ”). Capitalized terms not
otherwise defined herein have the meaning ascribed to such terms in
the Employment Agreement.
WHEREAS, the Employment Agreement
currently provides for an annual base salary for
Mr. Valenzuela of $225,000;
WHEREAS, upon the terms and
conditions set forth herein, the Company and Employee desire to
amend the Employment Agreement to provide for an annual base salary
of $259,000 effective retroactively to January 1, 2007;
and
WHEREAS, upon the terms and
conditions set forth herein, the Company and Employee desire to
confirm that Employee’s Target Annual Bonus Amount for 2007
has been set at 50% of his 2007 base salary.
NOW, THEREFORE, in consideration of
the foregoing recitals and the mutual covenants set forth herein,
and for other good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby
agree as follows:
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1.
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Amendments. The Employment Agreement is hereby amended,
effective as of January 1, 2007, as follows: Section 2,
Compensation , paragraph (A)(i), is hereby amended by
replacing the dollar amount “$225,000” with the dollar
amount “$259,000”.
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2.
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2007 Target
Annual Bonus Amount. Employee’s Tar
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