Consulting Agreement [Amendment] - MP3.com Inc. and Howard B. Wiener
AMENDMENT TO CONSULTING AGREEMENT
This AMENDMENT TO CONSULTING AGREEMENT (the "Amendment"), dated as of
March 1, 2001, is entered into by and between MP3.com, Inc. ("Client") and
Howard B. Wiener ("Consultant").
RECITALS
A. Client and Consultant (the "Parties") previously entered into that
certain Consulting Agreement, dated as of October 30, 2000 (the "Agreement").
B. The Parties desire to amend the Agreement in order to modify the
compensation and required time commitments contained therein.
C. All capitalized terms used herein but not defined shall have the
meanings given to such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing, and in consideration
of mutual covenants and agreements of the Parties hereto, the Parties mutually
covenant and agree as follows:
1. The last sentence of the third paragraph of Section 1 of the
Agreement is hereby amended and restated in its entirety to read as follows:
[1. ENGAGEMENT OF SERVICES.]
[ ]
Client understands that after this initial period,
Consultant's business schedule shall have been revised, and that
during the period (i) from the Effective Date until March 1,
2001, Consultant shall have averaged the equivalent of two (2)
days per week devoted to performing his consulting services under
this Agreement; and (ii) from March 1, 2001 until the end of the
term, Consultant shall have averaged the equivalent of one (1)
day per week devoted to performing his consulting services under
this Agreement.
2. Section 2(a) of the Agreement is hereby amended and restated in its
entirety to read as follows:
2. COMPENSATION.
(a) ANNUAL FEE. As consideration for Consultant's
provision of services hereunder, Client shall pay Consultant
consulting fees in the amount of: (i) Thirty-Seven Thousand Five
Hundred Dollars ($37,500) per month from the Effective Date until
March 1, 2001; and (ii) Eighteen Thousand Seven Hundred Fifty
Dollars ($18,750) per month from March 1, 2001 until the end of
the term of this Agreement.
1.
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3. Except as otherwise amended herein, the Agreement shall remain in
full force and effect.
4. This Amendment shall be governed by the laws of the State of
California as such laws are applied to contracts entered into and performed
entirely within the State of California by California residents. This Amendment
may be executed in any number of counterparts, each of which may be executed by
less than all of the Parties hereto, and all of which together shall constitute
one instrument. This Amendment may be executed and delivered by facsimile and
the Parties agree that such facsimile execution and delivery shall have the same
force and effect as delivery of an original document with original signatures,
and that each Party may use such facsimile signatures as evidence of the
execution and delivery of this Amendment by all Parties to the same extent that
an original signature could be used.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date first written above.
"CLIENT"
MP3.COM, INC.,
A DELAWARE CORPORATION
Signed: /s/ PAUL L. H. OUYANG
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Printed Name: Paul L. H. Ouyang
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Title: EVP, CFO
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"CONSULTANT"
HOWARD B. WIENER,
AN INDIVIDUAL
Signed: /s/ HOWARD B. WIENER
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2.