Addendum #2 to Executive Employment Agreement between Wareforce.com, Inc., Wareforce Incorporated, and Jim Illson

Summary

This addendum updates the employment agreement between Wareforce.com, Inc., Wareforce Incorporated, and Jim Illson. It changes the vesting schedule for stock options previously granted to Mr. Illson. Instead of the original fixed vesting dates, the new schedule will be determined by the company's Compensation Committee and approved by the board of directors before being presented to shareholders for approval. The new schedule will be similar to the one in the first amendment to the agreement. All other terms remain unchanged.

EX-10.44 14 v78399orex10-44.txt EXHIBIT 10.44 EXHIBIT 10.44 ADDENDUM #2 TO EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN WAREFORCE.COM, INC., WAREFORCE INCORPORATED AND JIM ILLSON THIS Addendum amends and revises that certain Executive Employment Agreement by and between Wareforce.com, Inc. and Jim Illson executed on July 25, 2000 and effective as of March 16, 2000, as amended, as follows: Amend Section 3.3.4.5 by deleting the following language "Such options shall vest as follows: 375,000 shall vest as of February 28, 2001; 375,000 shall vest as of December 31, 2001; 375,000 shall vest as of December 31, 2002; 375,000 shall vest as of March 16, 2003." And replacing such language with "The vesting schedule for this option grant shall be as proposed by the Compensation Committee of the Company's board of directors and as approved by the Company's board of directors at a time prior to the presentation to the Company's shareholders of such options for a vote for approval. Such schedule shall be substantially similar to that which was outlined in the Amendment No. 1 to this Employment Agreement." Agreed to this 20th day of December 2001. WAREFORCE.COM, INC. WAREFORCE INCORPORATED By: /s/ Don Hughes By: /s/ Don Hughes ---------------------- ---------------------- Title: Chief Financial Title: Chief Financial Officer Officer EMPLOYEE /s/ Jim Illson - -------------------------- JIM ILLSON