CounterPath Corporation - Exhibit 10.6 - Filed by newsfilecorp.com






AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT 

THIS AMENDMENT No. 1 (the “Amendment”) is
dated for reference the 17th day of February, 2016. 

BETWEEN 

COUNTERPATH CORPORATION a
company incorporated under the laws of the State of Nevada and having an office
at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British
Columbia, Canada, V7X 1M3 

(the “Parent”) 

AND 

COUNTERPATH TECHNOLOGIES INC.
(f.k.a. CounterPath Solutions R&D Inc.) a company incorporated under the
laws of the province of British Columbia and having an office at Suite 300, One
Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada, V7X 1M3


(the “Subsidiary”) 

AND 

DONOVAN JONES having an address
for notice at 2266-138A Street, White Rock, British Columbia, Canada V4A9V5

(the “Employee”) 

(each of the Parent, the Subsidiary and
the Employee, a “Party” and together, the “Parties”) 

WHEREAS: 

	A. 	
      The Subsidiary and the Employee entered into an
      Employment Agreement dated September 13, 2007 (the
    “Agreement”);

	 	 
	B. 	
      Whereas under the Agreement, if the Employee is
      terminated pursuant to section 11.1, 11.2 or 12.2, the Subsidiary will pay
      to the Employee a severance payment of CDN$675,000, which was calculated
      on the basis of twenty-four months of the then base salary and twenty-four
      months of bonus and/or incentive with such bonus and/or incentive
      objectives being considered fully met;

	 	 
	C. 	
      Whereas under the Agreement the employee is entitled to a
      disability benefit providing payments commensurate with his salary set out
      in section 2 including a draw against bonus of 43.75%, which was
      calculated on the basis of 50% of the bonus and/or incentive of 87.5% of
      the then base salary;

	 	 
	D. 	
      On April 30, 2008, the Parent appointed the Employee to
      the position of President and Chief Executive Officer of the
  Parent;

	 	 
	E. 	
      The Subsidiary amended the Employee’s base salary and
      bonus and/or incentive calculation several times between 2007 and 2014
      with base salary increasing to CDN$30,208.33 per month with an ability to
      earn up to 50% of his base salary (paid and earned quarterly) based upon
      meeting certain objectives; and




	CounterPath
      Technologies Inc. and CounterPath Corporation 
	Amendment No. 1 to Employment Agreement 
	Page 1 of 4 







	F. 	
      The Employee and the Subsidiary wish to enter into this
      Amendment to clarify and amend certain terms of Agreement, including
      flowing through modifications to base salary and bonus to certain terms of
      the Agreement and adding the Parent as a party to the Agreement for the
      purposes of guaranteeing all obligations to be made by the Subsidiary to
      the Employee under the Amended Agreement (as defined
  herein).



THIS AGREEMENT WITNESSES that, in consideration of the
mutual covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Parties, the Parties agree as follows: 

	1. 	
      The Agreement shall be amended by adding the Parent as a
      party to the Agreement as follows:



“CounterPath Corporation, a
company incorporated under the laws of the state of Nevada and having an office
at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British
Columbia, Canada, V7X 1M3. 

(hereinafter referred to as the
“Parent”)” 

	2. 	
      Section 2 (Salary & Benefits) of the Agreement shall
      be deleted in its entirety and replaced with the
  following:




		
      “2. 
	
      Salary and Benefits. The Company shall pay the
      Employee a salary of CDN$30,208.33 per month for the services of
      the Employee, payable at regular payroll periods established by the
      Company. The Employee's salary will be subject to deductions for Income
      Tax and Social Security remittances (collectively the "Government
      Deductions"). The Company shall also provide the Employee with (a)
      extended medical and dental insurance coverage as provided to other
      employees of the Company, and (b) participation in a bonus and incentive
      plan which shall provide the Employee the ability to earn up to 50% of his
      base salary (paid and earned quarterly based upon performance achievement
      of predefined objectives to be mutually agreed to between the Company and
      the Employee). The Employee will be entitled to participate in the
      Company’s benefit programs including the Company’s Employee Share Purchase
      Program and its Group Retirement Savings Plan (collectively the “Plans”)
      in accordance with the provisions of the Plans.”





	3. 	
      Section 3 (Duties and Position) of the Agreement shall be
      deleted in its entirety and replaced with the
following:




		
      “3. 
	
      Duties and Position. The Company employs the
      Employee in the capacity of President and Chief Executive
      Officer of the Parent. The Employee’s duties shall include those
      commonly associated with the aforesaid capacity. The Employee reports to
      the Board of Directors (the “Board”) and will comply with all lawful
      instructions given by the Board.” 




	4. 	
      Section 9 (Vacation) of the Agreement shall be deleted in
      its entirety and replaced with the following:





	 	“9. 	Vacation. The Employee shall be entitled
      to a yearly paid vacation of five (5) weeks beginning on January 1,
      2016.” 




	5. 	
      Section 10 (Disability) of the Agreement shall be deleted
      in its entirety and replaced with the
following:





	 	“10. 	Disability. It is understood
      and agreed that while the Employee is entitled to receive
payments under any disability
insurance plan for senior executives of the Company (when established by the
Company and which disability insurance plan provides payments commensurate with
his salary set out in Section 2, including a a 50% draw against his bonus), then
the Employee will not be entitled during such time, to receive the salary and
or/bonus set out in Section 2. The Employee's full compensation will be
reinstated upon the Employee's return to work on a full-time basis.” 




	CounterPath
      Technologies Inc. and CounterPath Corporation 
	Amendment No. 1 to Employment Agreement 
	Page 2 of 4 









	6. 	
      Section 13(a) (Severance) of the Agreement shall be
      deleted in its entirety and replaced with the
following:





		“13. 	Severance. Post-termination severance
      shall be paid to the Employee based upon the following schedule:
  




	 	(a) 	
      If the Employee is terminated pursuant to Section 11.1,
      11.2, or 12.2, the Company will pay to Employee (i) twenty-four months
      compensation (base salary plus any applicable bonus and/or incentive
      outlined in Section 2.(b) with objectives being considered fully met); ii)
      extended medical and dental insurance coverage as set out in Section 2.(a)
      for a period of 24 months from termination; and (iii) all options and
      Deferred Share Units, which have not vested in accordance the Agreement(s)
      between the parties, shall immediately vest and become
  exercisable.”




	7. 	
      The following section be added as Section 23 of the
      Agreement:




		“23. 	
      Guarantee of Obligations of the C+ompany by the
      Parent. The Parent agrees to guarantee and satisfy the obligations of
      the Company under this Agreement (as amended from time to time) in the
      event that the Company fails to satisfy any such obligations.”
  




	8. 	
      Except as amended hereby, the Parties agree that the
      Agreement continues to be binding, unchanged, and in full force and
      effect. Upon execution of this Amendment by each of the Parties, the
      Agreement and this Amendment will be read and construed as one agreement
      (together, the “Amended Agreement”). The Amended Agreement contains
      the entire understanding of the Parties with respect to the subject matter
      of this Agreement and the Agreement and cancels and supersedes any prior
      understandings, agreements, negotiations and discussions, whether written
      or oral, between the Parties.

	 	 
	9. 	
      No amendment, modification or rescission of this
      Amendment shall be effective unless set forth in writing and signed by
      each of the Parties.

	 	 
	10. 	
      This Amendment shall in all respects be interpreted,
      construed and governed by and in accordance with the laws of the Province
      of British Columbia, and the federal laws of Canada applicable therein.
      The Parties attorn to the exclusive jurisdiction of the courts of the
      Province of British Columbia.



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	CounterPath
      Technologies Inc. and CounterPath Corporation 
	Amendment No. 1 to Employment Agreement 
	Page 3 of 4 






	11. 	
      This Amendment may be executed in any number of
      counterparts, each of which shall be deemed to be an original and all of
      which taken together shall be deemed to constitute one and the same
      instrument. Counterparts may be executed either in original or electronic
      form and the Parties adopt any signatures received by electronic
      transmission as original signatures of the
Parties.



IN WITNESS WHEREOF the parties hereto have duly executed
this Amendment as of the date first above written. 

	COUNTERPATH TECHNOLOGIES INC. 	| 	Donovan Jones 
	  	| 	  
	  	| 	  
	  	| 	  
	  	| 	  
	  	| 	  
	/s/ David Karp 	| 	/s/
      Donovan Jones 
	(Authorized Signature) 	| 	Signature of Employee 
	  	| 	  
	  	| 	  
	  	| 	February 22, 2016 
	  	| 	Date Signed 



	COUNTERPATH CORPORATION 	 
	  	 
	  	 
	  	 
	  	 
	/s/ Owen Matthews
    	 
	(Authorized Signature) 	 




	CounterPath
      Technologies Inc. and CounterPath Corporation 
	Amendment No. 1 to Employment Agreement 
	Page 4 of 4