AMENDMENT TO SEVERANCE AGREEMENT
THIS AMENDMENT dated December 30,
2008 is made to the SEVERANCE AGREEMENT (“Agreement”)
dated May 15, 2008 by and between Conference Plus, Inc., a Delaware
corporation (the “Company”), and Timothy J. Reedy (the
“Executive”).
WHEREAS, the parties desire to amend
the Agreement so as to conform with the requirements of Section
409A of the Internal Revenue Code and the regulations and
administrative guidance issued thereunder (collectively,
“Section 409A”) and to confirm the parties’
agreement regarding sale bonus:
NOW THEREFORE, In consideration of
the premises, the parties hereto, intending to be legally bound
hereby, agree as follows:
NOW, THEREFORE, in consideration of
the mutual agreements and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Company and the Executive hereby
agree as follows:
l.The definitions of “Good
Reason” and “Severance Pay” in the Agreement are
hereby amended to read as follows:
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“Good Reason”
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means concurrent with or within
twelve months following the Change of Control, either the total of
Executive’s base salary and target bonus are reduced without
the Executive’s written approval, or Executive’s
primary duties and responsibilities as Chief Executive Officer of
the Company are materially reduced or modified in such a way as to
be qualitatively beneath the duties and responsibilities befitting
of the Chief Executive Officer of a company of comparable size in
the Company’s business in the United States, without the
Executive’s written approval.
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“Severance Pay”
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means (A) an amount equal to one
year’s base salary at the base salary rate in effect for
Executive as of the effective date of the termination, payable in
regular installments at the time salary would have been payable
with each payment being treated as a separate payment for purposes
of Section 409A of the Internal Revenue Code and the regulations
and administrative guidance issued thereunder (collectively
“Section 409A”), provided, however, that such payments
shall be deferred until the six-month anniversary of the date of
Executive’s termination of employment if deferral to such
anniversary date is required to comply with the provisions of
Section 409A of the Internal Revenue Code, (B) 100% of the target
bonus amount authorized and approved for Executive by
the
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