Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of August 9, 2000 (the "Amendment"), to the
Employment Agreement, dated as of February 1, 2000 (the "Agreement"), by and
between THCG Ventures, LLC, a Delaware limited liability company (the "Company")
and Evan Marks (the "Executive").
WHEREAS, the Company and Executive desire to amend the Agreement
pursuant to Section 11 thereof;
NOW, THEREFORE, for good and valuable consideration, the adequacy of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. The first sentence of Section (b) of the Agreement is hereby amended
to provide as follows:
"The term of this Agreement shall commence on the Effective Date and,
unless earlier terminated in accordance with Paragraph 5 hereof, shall terminate
the day after the option to be awarded to the Executive under Paragraph 3(d)
shall have completely vested (the "Initial Term")."
2. Section 2(a) of the Agreement is hereby amended to read as follows:
"(a) During the Term, the Executive shall serve as President
and Chief Executive Officer of the Company and as Executive Vice
President and Chief Operating Officer of the Company's parent
corporation, THCG, Inc. ("THCG"), and shall report to managing member
of the Company (the "Managing Member") and the Board of Directors of
THCG and, in his capacity as Executive Vice President and Chief
Operating Officer of THCG, to the Chief Executive Officer of THCG.
3. Section 2(b) of the Agreement is hereby amended to read as follows:
"(b) The Executive shall have such authority and
responsibility as is customary for such position or positions in
businesses comparable in size and function, and such other
responsibilities as may reasonable be assigned by the Managing Member,
the Board of Director s of THCG or the Chief Executive Officer, as
applicable."
4. Section 3 of the Agreement is hereby amended by adding the following
new Paragraph (d) thereto:
"(d) The Executive shall receive an option, to be awarded the
effective date of the First Amendment hereto, to purchase 500,000
shares of the common stock of THCG at an exercise price equal to the
fair market value of such common stock on the date of the award, but
not greater than $5.00 per share. Such option shall vest pro-rata in
twelve equal quarterly installments, with the first such quarterly
installment vesting November 9, 2000. In the event the Executive's
employment hereunder is terminated prior to the end of the Term by the
Company without Cause pursuant to Paragraph 5(e) hereof, of by the
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Executive for Good Reason pursuant to Paragraph 5(e) hereof, then any
unvested shares of common stock under the option provided for in this
Section 3(d) or under any other option then held by the Executive shall
accelerate and become fully exercisable as of the date of such
termination of employment. The option shall be granted under the 2000
THCG, Inc. Stock Incentive Plan and shall terminate on November 9,
2010. The option shall be included in the Company's registration
statement on Form S-8."
5. Except as herein expressly amended, all terms and provisions of the
Agreement are and shall remain in full force and effect.
6. This Amendment shall be governed by the laws of the State of New
York.
7. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
THCG, INC.
By: /s/ Joseph D. Mark
-----------------------------
Name: Joseph D. Mark
Title: Co-Chairman of the Board
and Chief Executive Officer
EXECUTIVE
/s/ Evan Marks
----------------------------------
Evan Marks
THCG VENTURES,LLC
By: /s/ Michael Gegenheimer
-------------------------------
Name: Michael Gegenheimer
Title: Managing Director
