Bonus and Change of Control Agreement [Amendment] - Virage Inc. and Scott Gawel
June 23, 2003
Dear Scott,
By mutual consent, this letter amendment ("Letter Amendment") amends
our prior letter agreement dated August 13, 2002 ("Letter Agreement"), as
follows:
The fifth paragraph of the Letter Agreement which begins "Should the
Company execute a definitive..." shall be deleted in its entirety.
Any Change of Control (as defined within the Letter Agreement) shall be
subject to the successor entity agreeing in writing to assume and be bound by
all the obligations of Virage, Inc. including the aforementioned Letter
Agreement and Letter Amendment (defined herein), to agree in writing to the
assignment of the Letter Agreement, as amended hereby, to it, and to agree to
bind any subsequent successor entities to it to these same obligations.
The Letter Agreement and Letter Amendment shall be governed by the laws
of the state of California and both parties agree to the exclusive jurisdiction
in the state and federal courts in San Francisco, California. The prevailing
party in any legal action or proceeding related to the Letter Agreement and
Letter Amendment shall recover its reasonable attorneys' fees incurred in
connection therewith.
All other terms and conditions of the Letter Agreement shall remain in
full force and effect. Your signature below indicates your assent and agreement
to the terms and conditions of this amendment to the Letter Agreement, and
executes this amendment as of the date first set forth above.
Sincerely,
/s/ Paul G. Lego
Paul G. Lego
C.E.O. & Chairman
Virage, Inc.
Agreed to and Accepted by:
Scott Gawel
/s/ Scott Gawel
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Signature
June 23, 2003
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Date