EXHIBIT 10.5.1


 


First Amendment to the Employment Agreement between
and among

Nexsan Corporation, Nexsan Technologies, Inc. and Philip Black


 


WHEREAS,
Nexsan Corporation (“Holdings”), Nexsan Technologies, Inc. (the “Company”)
and Philip Black (the “Executive”) entered into an employment agreement dated November 11,
2007 (the “Agreement”); and


 


WHEREAS,
Holdings, the Company and the Executive now desire to amend the Agreement to
modify the terms and conditions under which Executive may earn a right to
receive the COC Bonus or the IPO Bonus Shares provided for under the Agreement
and to ensure that no amounts payable under the Agreement will be subject to
taxation under Section 409A of the Internal Revenue Code of 1986, as
amended;


 


NOW,
THEREFORE, Holdings, the Company and the Executive hereby
amend the Agreement, effective as of December 11, 2008, as follows:


 


I.


 


Section V.A.
of the Agreement is hereby amended to read as follows:


 


A.            If Executive remains
employed by the Company and Holdings through the closing date of a COC (the “COC
Date”), Executive will receive a Change of Control Bonus as soon as practicable
following the COC Date (but in no event later than 90 days after the COC
Date) in the amount determined in Section V.B. below.  If Executive’s employment with the Company
and Holdings is terminated by the Company without Cause or due to Executive’s
disability (a “Qualifying Termination”) prior to the COC Date, Executive shall
receive a Change of Control Bonus as soon as practicable following the COC Date
(but in no event later than 74 days after the COC Date) in the amount equal to
the product of amount determined in Section V.B. times the applicable
percentage determined in the following table:


 


	
  Number of years by which the Qualifying

  Termination precedes the COC Date

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
  Less than 1 year

  	
   

  	
  100

  	
  %

  
	
  At least 1 year but less than 2 years

  	
   

  	
  50

  	
  %

  
	
  At least 2 years but less than 3 years

  	
   

  	
  25

  	
  %

  
	
  3 or more years

  	
   

  	
  0

  	
  %

  



 


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II.


 


Section V.D.
of the Agreement is hereby amended to read as follows:


 


D.            Notwithstanding the
foregoing, Executive will not be entitled to receive:


 


1.             any portion of the
Change of Control Bonus if (i) the COC Date occurs on or after January 1,
2019 or (ii) an IPO occurs prior to the COD Date and Executive receives
the IPO Bonus pursuant to Section VI, or


 


2.             the portion of the
Change of Control Bonus that exceeds $925,000 (the “Variable Change of Control
Bonus”) unless the stockholders of Holdings holding at least 75% of the voting
power of Holdings’ stock immediately prior to the COC authorize and approve the
payment of the Variable Change of Control Bonus in accordance with regulations
issued under Section 280G of the Internal Revenue Code of 1986, as
amended.  Holdings and the Company will
use their best efforts (i) to submit the Variable Change of Control Bonus
to Holding’s stock-holders for approval during the six month period ending on
the COC Date and (ii) to recommend that the shareholders approve and
authorize the payment of the Variable Change of Control Bonus to the Executive.


 


III.


 


Section VI.A.
of the Agreement is hereby amended to read as follows:


 


A.            If Executive remains
employed by the Company and Holdings through the effective date of an IPO (the “IPO
Date”), Executive will receive IPO Bonus Shares equal to the number of whole
shares of common stock of Holdings (if the IPO is for Holdings’ common stock)
or the number of whole shares of common stock of the Company (if the IPO is for
the Company’s common stock) determined by dividing the IPO Bonus Value
determined in Section VI.B. below by the IPO price (as defined below),
with any fraction of a share rounded to the nearest whole share.  If Executive’s employment with the Company
and Holdings is terminated by the Company without Cause or due to Executive’s
disability (a “Qualifying Termination”) prior to the IPO Date, Executive shall
receive the number of IPO Bonus Shares determined in the preceding sentence


 


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multiplied by the
applicable percentage determined in the following table:


 


	
  Number of months by which the

  Qualifying Termination precedes the

  IPO Date

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
  Less than 1 year

  	
   

  	
  100

  	
  %

  
	
  At least 1 year but less than 2 years

  	
   

  	
  50

  	
  %

  
	
  At least 2 years but less than 3 years

  	
   

  	
  25

  	
  %

  
	
  3 or more years

  	
   

  	
  0

  	
  %

  



 


Such IPO Bonus Shares
will be delivered to Executive on the next business day following the IPO Date.


 


IV.


 


Section VI.E.
of the Agreement is hereby amended to read as follows:


 


E.             Notwithstanding the
foregoing, Executive will not be entitled to receive the IPO Bonus Shares if (i) the
IPO Date occurs on or after January 1, 2019 or (ii) a Change of
Control occurs prior to the effective date of an IPO and Executive receives (or
is entitled to receive) the Change of Control Bonus pursuant to Section V.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment to be effective as of
December 11, 2008.


 


	
  EXECUTIVE:

  	
  NEXSAN TECHNOLOGIES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Philip Black

  	
   

  	
  /s/ Gene Spies

  
	
  Philip Black

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  11 Dec 08

  	
   

  	
  By:

  	
  Gene Spies

  
	
  Date

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  12/30/08

  



 


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  NEXSAN CORPORATION 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rich McGinn

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Rich McGinn 

  
	
   

  	
  Title:

  	
  Co-Chairman

  
	
   

  	
  Date:

  	
  12/26/08

  
				



 


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