Blueprint





 







Exhibit 10.2


 



FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT


 


This
First Amendment to Executive Employment Agreement (the
“First
Amendment”) is entered into as of May 4, 2017 by and
among Issuer Direct Corporation, a Delaware corporation (the
“Company”) and Steven
Knerr (the “Executive”).

 



BACKGROUND

 


A.           The
Company and the Executive are parties
to that certain Executive Employment Agreement dated as of November
19, 2015 (the “Original
Agreement”);
and

 


B.           The
Company and the Executive desire to
amend the Original Agreement as set forth in this First
Amendment.

 



AGREEMENT

 


NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
Company and the Executive agree as follows:

 


1.           Incorporation
of Recitals; Defined Terms. The recitals set forth above are
hereby incorporated by reference into this First Amendment.
Capitalized terms used, and not otherwise defined herein, shall
have the meanings given to such terms in the Original
Agreement.

 


2.           Amendments
to Original Agreement.
Effective as of May 1, 2017, Section 4 of the Original Agreement is
deleted and replaced in its entirety with the
following:

 

“4.           
Cash
Compensation.

 

(a) Salary. For all services
rendered and to be rendered hereunder, the Company agrees to pay to
the Executive, and the Executive agrees to accept a salary of
$165,000 per annum (“Base Salary”). Any such
salary shall be payable in accordance with the Company’s
normal payroll practice and shall be subject to such deductions or
withholdings as the Company is required to make pursuant to law, or
by further agreement with the Executive. The Base Salary shall be
reviewed annually by the Board or Compensation Committee of the
Board during the first fiscal quarter for increase (but not
decrease, except as permitted under Section 8(c)(ii) below) as part
of its annual compensation review (which review shall include
compensation under Sections 4(b) and 6 below), and any increased
amount shall become the Base Salary under this
Agreement.

 




 

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(b) Bonus. During the Term, the
Executive shall be eligible to receive annual bonus compensation in
an amount equal to thirty percent (30%) of the Base Salary upon the
achievement of reasonable target objectives and performance goals
both of the Company and the Executive as may be determined by the
Board or the Compensation Committee of the Board in consultation
with the Executive. Such target objectives and performance goals
are to be established on or before the end of the first quarter of
the fiscal year to which the bonus relates (the “Bonus Plan”) and the
Executive must continue to be an employee of the Company on the
bonus payment date determined under the Bonus Plan in order to
receive any payment under the Bonus Plan; provided, however, such bonus
payment date shall be no later than fifteen days after the filing
of the Company’s Form 10-K with the Securities and Exchange
Commission.”

 

3.           
Miscellaneous. The
Original Agreement and this First Amendment contain the entire
understanding of the Company and Executive with respect to the
subject matter hereof, and supersede all prior representations,
agreements and understandings relating to the subject matter
hereof. In the event of an inconsistency between the terms of the
Original Agreement and this First Amendment with respect to the
matters the subject matter hereof, this First Amendment will
govern. Except as explicitly amended by this First Amendment, the
Original Agreement shall remain in full force and effect and are
not altered in anyway.

 


 


[SIGNATURE
PAGE FOLLOWS]

 


 




 

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IN WITNESS WHEREOF, the Company
and the Executive have caused this
First Amendment to Executive Employment Agreement be executed and
as of the date referenced above.

 


 



COMPANY:


 



ISSUER DIRECT CORPORATION


 


 


By:/s/
Andre
Boisvert                      




Name:
Andre Boisvert


Title:
Board of Directors


 


 



EXECUTIVE:


 


 


 


 


By:/s/
Steven
Knerr                         




     Steven
Knerr


 


 




 

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