CounterPath Corporation - Exhibit 10.11 - Filed by newsfilecorp.com





AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT 

THIS AMENDMENT No. 2 (the “Amendment”) is dated for
reference the 7th day of March, 2018. 

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 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
(hereinafter collectively referred to as the "Company") 

AND 

David Karp having an address for
notice at 3780 Bayridge Avenue, West Vancouver, British Columbia, V7V 3J2
(hereinafter referred to as the "Employee") 

WHEREAS: 

	A. 	
      CounterPath Technologies Inc. and the Employee entered
      into an Employment Agreement dated July 31, 2007 (the “Agreement”), which
      superseded an original employment agreement dated September 11, 2006 as
      filed on the Company’s quarterly report on September 14, 2006;

	 	 
	B. 	
      CounterPath Technologies Inc. and the Employee entered
      into an Amended Employment Agreement dated November 1, 2010 (the
      “Amendment No. 1”);

	 	 
	C. 	
      The Employee’s annual salary was increased to
      Cdn$227,800.00 (Cdn$18,983.33 per month) effective February 1, 2017;
      and

	 	 
	D. 	
      The Employee and the Company wish to enter into this
      Amendment to amend the terms of Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES that for good
consideration, the Agreement is modified as follows: 

Section 2 (Salary & Benefits) of the Agreement shall be
replaced as follows: 

2.        Salary
& Benefits. The Company shall pay the Employee a salary of
Cdn$18,983.33 per month for the services of the Employee, payable at
regular payroll periods established by the Company. The employee shall receive a
monthly allowance of Cdn$800.00. 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 & incentive plan which shall
provide the Employee the ability to earn up to a 30% bonus on his/her
salary. The plan shall be split in to two components, the Company’s objectives and the Employee’s
objectives, these objectives shall be mutually agreed to between the Company and
the Employee. In addition, based on meeting agreed objectives, the bonus
percentage may be increased at sole discretion of company. 

	CounterPath
      Corporation 
	Amendment No. 2 to Employment Agreement 
	Page 1 of 3 






Section 9 shall be replaced as follows: 

9.      
 Vacation. The Employee shall be entitled to a yearly
paid vacation of 5 weeks and increases as approved by the Company. The
Employee shall have due regard to the policies of the Company relating to the
scheduling of vacations and the reasonable directions of his/her Manager. 

Section 12.2 shall be replaced as follows: 

If there is either (1) a change of
control (to the extent of at least 50.01% of the equity of CounterPath
Corporation) or (2) a change in the CEO and following such change in the CEO,
the Employee‘s job duties are changed materially, the Employee may, without
cause, terminate his employment upon 3 months' written notice to the Company.
Following such notice from the Employee, the Company may require the Employee to
perform his duties to the date of termination and the Employee will be paid his
regular salary to date of termination (in addition to any applicable bonus
and/or incentive outlined in Section 2.(b)). In addition, the Company will pay
to the Employee Severance in accordance with the provisions of Section 13
hereof, inclusive of any severance payable pursuant to the provisions of the
Employment Standards Act of British Columbia. 

Section 13(a)(iii) (Severance) of the Agreement shall be
replaced as follows: 

After 12 months of employment, the
Company will pay to Employee upon termination (1) CDN$120,000 (in addition to a
bonus of 30% of CDN$120,000); and (2) an additional one months’ base
compensation plus any monthly allowance (in addition to a bonus of 30% of one
month’s base compensation) for each year worked, with pro rata portion for
partial years worked (3) extended medical and dental insurance coverage as set
out in Section 2.(b) for a period of 8 months (plus an additional month for each
year worked after the first year) from termination; and (4) one-twenty-forth
(1/24) of the number of Options granted, in accordance with Section 1.3 of each
of the Stock Option Agreement(s) between the parties, each grant multiplied by
the number of months the Employee worked for the Company from the date of each
respective grant, shall immediately vest and become exercisable and (5)
one-eighteenth (1/18) of the number of deferred share units granted, in
accordance with the Deferred Share Unit Agreement(s) between the parties, each
grant multiplied by the number of months the Employee worked for the Company
from the date of each respective grant, shall immediately vest and become
exercisable.

Section 13(b) (Severance) of the Agreement shall be replaced as
follows: 

If the Employee is terminated pursuant
to Section 12.2, the Company will pay to Employee upon termination (1)
CDN$120,000 (in addition to a bonus of 30% of CDN$120,000 ); (2) an additional
one months’ base compensation plus any monthly allowance (in addition to a bonus
of 30% one month’s base compensation) for each year worked; (3) extended medical
and dental insurance coverage as set out in Section 2.(b) for a period of 8
months (plus an additional month for each year worked after the first year) from
termination; and (4) all options and deferred share units, which have not vested
in accordance with the agreements between the parties, shall immediately vest
and become exercisable. 




This Amendment is part of the Agreement between Employee and
Company and together with the Agreement, contains the entire agreement of the
parties as to its subject matter as of the Effective Date of this Amendment.
Except as expressly amended by this Amendment, the Agreement remains in full
force and effect according to its terms. In the event of any direct conflict
between this Amendment and the terms and conditions of the Agreement, this
Amendment governs. 

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

	COUNTERPATH CORPORATION 	| 	DAVID KARP 
	  	| 	  
	  	| 	  
	  	| 	  
	  	| 	  
	  	| 	  
	/s/ Owen
      Matthews 	| 	/s/
      David Karp 
	(Authorized Signature) 	| 	Signature of Employee 
	  	| 	  
	  	| 	  
	COUNTERPATH TECHNOLOGIES INC. 	| 	March
      7, 2018 
	  	| 	Date Signed 
	  	  	  
	  	  	  
	/s/ Donovan
      Jones 	  	  
	(Authorized Signature)