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Exhibit 10.30
AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This
Amendment No. 1 to Executive Services Agreement is made as of May
3,
2004 by and between Simon Worldwide, Inc. (the "Company") and
Joseph Bartlett
(the "Executive").
INTRODUCTION
The
Company and the Executive have previously entered into an
Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The
Company and the
Executive have also previously entered into a letter agreement
dated February 7,
2003 whereby the Company agreed to compensate the Executive for,
among other
things, the additional obligations, responsibilities and potential
liabilities
of serving as the Company's co-chief executive officer, including
those under
the Sarbanes-Oxley Act of 2002. The Executive has been instrumental
in helping
the Company satisfy its liabilities and attain solvency over the
preceding years
and is being asked to perform a significant role in determining the
future
course of the business. In order to (i) ensure that the Company
might retain his
knowledge, expertise and services in such endeavor, (ii) induce the
Executive to
remain as co-CEO since the aforesaid letter agreement has expired
and will not
be renewed and (iii) retain the continuing commitment of the
Executive to
provide the Company with the substantial time and attention
necessary to meet
the needs of the Company, the Company and the Executive agree that
the Agreement
shall be amended as follows:
I.
Section 2 of the
Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For
Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on
the payment
terms set forth on Schedule A. The Executive shall also be entitled
to
reimbursement of reasonable and necessary out-of-pocket expenses
incurred by the
Executive in the ordinary course of business on behalf of the
Company in
accordance with Company policy, subject to the presentation of
appropriate
documentation. In addition, during the term of this Agreement the
Executive and
any dependants shall be entitled to participate at no cost to the
Executive in a
health insurance plan maintained by the Company at substantially
the same
benefit level as of the date hereof, and along with any dependents
shall be
eligible to participate in C.O.B.R.A. coverage at the expense of
the Company
following termination of employment hereunder for as long as then
permissible
under C.O.B.R.A and at the same benefit level as of the date
hereof."
II.
Section 3 of the
Agreement shall be amended in its entirety to read as
follows:
"3. TERM. The
Executive's engagement by the Company hereunder shall commence
on
the date hereof and continue until terminated by either party in
accordance with
this Section 3. Such engagement may be terminated by either party
without cause
as follows: The Company may terminate this Agreement at any time by
giving
notice of termination to the Executive and making a lump sum
payment to the
Executive equivalent to one (1) year compensation at the rate set
forth on
Schedule A, and no further Services will be required. The Executive
may
terminate this Agreement by giving one (1) year prior written
notice to the
Company. Following termination of this Agreement, the Company shall
pay to the
Executive all compensation and benefits that had accrued, and shall
reimburse
all expenses incurred by the Executive, prior to the date of
termination in
accordance with Section 2 hereof, and the Company will provide at
its sole
expense health care insurance to the Executive under C.O.B.R.A as
provided in
Section 2 above. The provisions of Section 4 through 13 hereof and
the
C.O.B.R.A. obligations set forth in Section 2 shall survive the
termination of
the Agreement and shall continue thereafter in full force and
effect."
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III.
Section 4 of the Agreement shall be amended in its entirety to read
as
follows:
"4. TERMINATION BY
EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any
other provision hereof, in the event that (i) the Executive is
removed, or
voluntarily resigns upon the request of the Board or a significant
shareholder,
from the Company's Board of Directors or is not nominated,
appointed or elected
to a new term on the Board of Directors following the expiration of
the existing
term, (ii) the composition of the Company's Board of Directors
changes from the
date hereof by the addition of a total of two or more Directors, or
by two or
more existing Directors ceasing to serve as Directors for any
reason, (iii) the
Company fails to maintain D&O insurance as provided in Section
6 below or (iv)
there is a change of control of the Company, defined as (a) the
acquisition by
any person or group of beneficial ownership, direct or indirect, of
securities
of the Company representing 50% or more of the combined voting
power of the
Company's then outstanding equity securities or (b) the merger or
consolidation
of the Company with or into, or the sale or assignment of all or
substantially
all the assets of the Company to, another person or entity,
provided that
following such transaction the holders of voting stock of the
Company
immediately prior to such transaction do not own more than 50% of
the voting
stock of the company surviving such transaction or to which such
assets are sold
or assigned, then, in any of such events, in addition to any other
rights of the
Executive under this Agreement, the Executive may at any time
within six (6)
months following such event terminate this Agreement and the
Company shall then
pay to the Executive a lump sum payment equivalent to one (1) year
compensation
at the rate set forth on Schedule A, and no further Services will
be required.
The Executive shall also be entitled to receive C.O.B.R.A. health
insurance at
the Company's expense and any other payments as provided in Section
2 above."
All
other terms and provisions of the Agreement shall remain in full
force
and effect. This Amendment No. 1 to Executive Services Agreement
has been
executed and delivered as of the date first above written.
Simon Worldwide, Inc.
By: /s/ George Golleher
---------------------------
George Golleher
Director
By: /s/ Terrence J. Wallock
---------------------------
Terrence J. Wallock
Assistant Secretary
The Executive
/s/ Joseph Bartlett
---------------------------
Joseph Bartlett
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AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
This
Amendment No. 1 to Executive Services Agreement is made as of May
3,
2004 by and between Simon Worldwide, Inc. (the "Company") and Allan
Brown (the
"Executive").
INTRODUCTION
The
Company and the Executive have previously entered into an
Executive
Services Agreement dated May 30, 2003 (the "Agreement"). The
Company and the
Executive have also previously entered into a letter agreement
dated February 7,
2003 whereby the Company agreed to compensate the Executive for,
among other
things, the additional obligations, responsibilities and potential
liabilities
of serving as the Company's co-chief executive officer, including
those under
the Sarbanes-Oxley Act of 2002. The Executive has been instrumental
in helping
the Company satisfy its liabilities and attain solvency over the
preceding years
and is being asked to perform a significant role in determining the
future
course of the business. In order to (i) ensure that the Company
might retain his
knowledge, expertise and services in such endeavor, (ii) induce the
Executive to
remain as co-CEO since the aforesaid letter agreement has expired
and will not
be renewed and (iii) retain the continuing commitment of the
Executive to
provide the Company with the substantial time and attention
necessary to meet
the needs of the Company, the Company and the Executive agree that
the Agreement
shall be amended as follows:
I.
Section 2 of the
Agreement shall be amended in its entirety to read as
follows:
"2. COMPENSATION. For
Services rendered during the term of this Agreement, the
Executive shall be entitled to compensation in the amount and on
the payment
terms set forth on Schedule A. The Executive shall also be entitled
to
reimbursement of reasonable and necessary out-of-pocket expenses
incurred by the
Executive in the ordinary course of business on behalf of the
Company in
accordance with Company policy, subject to the presentation of
appropriate
documentation. In addition, during the term of this Agreement the
Executive and
any dependants shall be entitled to participate at no cost to the
Executive in a
health insurance plan maintained by the Company at substantially
the same
benefit level as of the date hereof, and along with any dependents
shall be
eligible to participate in C.O.B.R.A. coverage at the expense of
the Company
following termination of employment hereunder for as long as then
permissible
under C.O.B.R.A and at the same benefit level as of the date
hereof."
IV.
Section 3 of the
Agreement shall be amended in its entirety to read as
follows:
"3. TERM. The
Executive's engagement by the Company hereunder shall commence
on
the date hereof and continue until terminated by either party in
accordance with
this Section 3. Such engagement may be terminated by either party
without cause
as follows: The Company may terminate this Agreement at any time by
giving
notice of termination to the Executive and making a lump sum
payment to the
Executive equivalent to one (1) year compensation at the rate set
forth on
Schedule A, and no further Services will be required. The Executive
may
terminate this Agreement by giving one (1) year prior written
notice to the
Company. Following termination of this Agreement, the Company shall
pay to the
Executive all compensation and benefits that had accrued, and shall
reimburse
all expenses incurred by the Executive, prior to the date of
termination in
accordance with Section 2 hereof, and the Company will provide at
its sole
expense health care insurance to the Executive under C.O.B.R.A as
provided in
Section 2 above. The provisions of Section 4 through 13 hereof and
the
C.O.B.R.A. obligations set forth in Section 2 shall survive the
termination of
the Agreement and shall continue thereafter in full force and
effect."
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V.
Section
