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Exhibit
10.2
AGREEMENT
THIS AGREEMENT
(“Agreement”) is entered into as of August 2, 2007 by
and between Tumbleweed Communications Corp. (the
“Company”) and Jeffrey C. Smith (“Mr.
Smith”) (together the “Parties”).
R E C I T A L
S
WHEREAS, the Parties wish to
clarify and amend that certain Transition Agreement dated
June 30, 2005 (the “Transition Agreement”), by and
between the Parties.
NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth
hereinafter, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Parties intending to be legally bound, hereby agree as
follows:
AGREEMENT
1. Section 1 of the
Transition Agreement is amended to read as follows:
SERVICE TO THE
COMPANY . Mr. Smith shall serve as a special advisor to
the Company’s Chief Executive Officer and will provide
advisory services to the Company’s Chief Executive Officer as
requested.
2. Section 2 of the
Transition Agreement is amended to read as follows:
CONSIDERATION
.
a. The Company agrees to
provide Mr. Smith with the following payments and benefits
(the “Consideration”): The Company shall pay
Mr. Smith the sum of $100,000 per year (“Director
Compensation”) on a semi-monthly basis, less all applicable
tax withholding, in addition to the standard compensation package
for Directors, and Mr. Smith’s Company stock options
shall continue to vest in accordance with the terms and conditions
of the option plans under which such options were granted;
provided , however , that the Parties agree that the
Director Compensation will be treated as 1099 income for tax
purposes and Mr. Smith will be responsible for payment of all
federal, state and local taxes with respect to suc
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