[MANDALAY
MEDIA, INC. LETTERHEAD]
March
7,
2008
Bruce
Stein
1894
Westridge Road
Los
Angeles, CA 90049
Dear
Mr.
Stein:
Reference
is hereby made to that certain Employment Letter (“Employment Letter”) dated
November 7, 2007, between Mandalay Media, Inc. (the “Company”) and you.
Capitalized terms used herein but not otherwise defined herein shall have such
meanings ascribed to them in the Employment Letter. The parties have agreed
to
amend and modify the Employment Letter as follows:
1. Effective
as of the date first set forth above, you are hereby appointed as Chief
Executive Officer of the Company, which shall replace your position as Chief
Operating Officer.
2. The
following language is hereby added as Paragraph 6 of the Employment Letter:
“Additionally,
subject to approval by the Board of Directors of the Company (or an appropriate
Committee appointed by the Board of Directors) you will be granted options
to
purchase 1,001,864
shares
of
common stock (the “Additional Options”) of the Company at an exercise price
equal to the fair market value of the closing trading price of the common stock
on the date of grant. The Additional Options will be issued subject to the
terms
of a formal stock option agreement and the stock plan in effect on the date
of
grant.”
3.
Effective
as of the date first set forth above, the salary set forth in Paragraph 4 of
the
Employment Letter is hereby amended by deleting “$250,000” from the first line
thereof and replacing it with “$350,000”.
4. Except
as
modified hereby the Employment Letter remains in full force and
effect.
Please
confirm your agreement to the foregoing by signing the enclosed duplicate of
this letter.
| |
|
|
| |
|
Sincerely, |
| |
|
|
| |
|
Mandalay Media, Inc. |
|
|
|
| |
|
By:
/s/ James Lefkowitz |
| |
|
| |
Name: James
Lefkowitz
|
| |
Title: President
|
Acknowledged
and agreed as of this
7h
day of
March, 2008
| |
|
|
|
| By:
/s/
Bruce Stein |
|
|
|
|
|
|
|
| |
|
|
|
|
Name: Bruce
Stein
|
|
|
|