Exhibit 10.1
THIS AGREEMENT is dated the 4th day of February,
2009,
LIVE CURRENT
MEDIA INC. , formerly
known as Communicate.com Inc., a corporation incorporated under the
laws of Nevada, USA
OF THE FIRST PART
- and -
JONATHAN EHRLICH of Vancouver, British Columbia
OF THE SECOND PART
WHEREAS the Company and the Executive (collectively,
“the parties” ) entered into an agreement
(the “Employment Agreement” ) dated as of
September 8, 2007 pursuant to which the Company has been employing
the Executive as therein provided;
AND WHEREAS the parties wish to amend the Employment
Agreement as set forth herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the premises and the terms and conditions
contained herein, the parties covenant and agree with each other
that the Employment Agreement be amended effective as of January
31, 2009 (the “Effective Date” ) as
follows:
1. Sections
2, 3, 5, 6 and 7 of the Employment Agreement and the
definitions of “Benefits”, “Board”,
“Business Day”, “Change of Control of the
Company”, “Disability”, “Effective
Date”, “Employment Period”, “Salary”,
“Special Bonus”, “Just Cause and
“Termination without Cause or Terminated without Cause”
set out in Section 1 of the Employment Agreement, be
deleted.
2. (a) As
of the Effective Date, the Executive shall resign as the President,
Chief Operating Officer and employee of the Company and its
subsidiaries.
(b) Upon
the Executive’s resignation as set forth in subsection 2(a)
above, the Company will compensate the Executive as
follows:
(i) A
severance allowance representing twelve (12) months base salary in
the total gross amount of $275,000 and other benefits in the total
gross amount of $23,000, less any amounts as are required by law to
be withheld and deducted at source which shall be remitted by the
Company to the requisite governmental authority or agency (the
“ Statutory Deductions” ). The
severance allowance will be paid over a period of twelve (12)
months in semi-monthly instalments on each of the Company’s
regular paydays and shall be subject to the Company’s normal
payroll practices;
(ii) additional
benefits in the total gross amount of $52,000 paid in semi-monthly
instalments over a period of twelve (12) months;
(iii) an
accrued special bonus in the amount of $250,000 paid in equal
monthly instalments over a period of twelve (12) months, less any
amounts as are required by law to be withheld and deducted at
source which shall be remitted by the Company to the requisite
governmental authority or agency (the “ Statutory
Deductions” ). The net monthly payments shall
be converted to equity and paid as restricted shares of the
Company’s common stock at the closing price of the stock on
the 15 th
day of each month (“Conversion
Price”). If the 15 th day falls on a weekend or holiday, the
Conversion Price will be the stock’s closing price on the
last trading day before the 15 th day of the month;
(iv) the
Company will pay for and administer Executive’s MSP and Sun
Life benefits, except for long term disability and life insurance,
until the earlier of (a) twelve (12) months from the Effective
Date; or (b) the date upon which Executive becomes employed by a
new employer or becomes involved in a new venture in a full time
capacity; and
(v) if
Executive relocates to Toronto, Ontario prior to September 30,
2009, the Company shall reimburse the reasonable relocation
expenses incurred by Executive up to a maximum of $25,000
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