Exhibit 10.2


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


THIS AMENDMENT TO
EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of
January 1, 2008 (except with respect to item 1 below, which shall be
effective as of December 31, 2007), by and between InnerWorkings, Inc.,
a Delaware corporation (the “Company”), and Nick Galassi
(“Galassi”).


 


WHEREAS, the Company and
Galassi are parties to an employment agreement effective as of January 1,
2005, as amended (the “Agreement”); and


 


WHEREAS, the parties
desire to amend certain terms of the Agreement under which Galassi shall
continue to be employed by the Company; and


 


WHERAS, the parties
desire to set forth the amended terms and conditions, with the understanding
that the remaining terms and conditions of the Agreement shall continue in full
force and effect, except where amended by this Amendment.


 


NOW THEREFORE, in
accordance with Section 16 of the Agreement and in consideration of the
foregoing recitals, the mutual promises and agreements hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties, intending to be legally bound, agree as
follows:


 


1.             The first sentence of Section 2 of the Agreement is
amended to provide that the term of the Agreement shall expire on January 2,
2012, unless earlier terminated by either party, in accordance with the terms
of the Agreement.


 


2.             Section 3 of the Agreement is hereby deleted in its
entirety and replaced with the following new Section 3:


 


“3. Compensation.  Manager shall be compensated by the Company
for his services as follows:


 


(a) Base
Salary. During the term of this Agreement, Manager shall be paid a base
salary (“Base Salary”) of $27,916.67 per month (or $335,000 on an annualized
basis), subject to applicable withholding, in accordance with the Company’s
normal payroll procedures. Manager’s salary shall be reviewed on an annual
basis by the Company for possible increase (but not decrease) based on the
Company’s operating results and financial condition, salaries paid to other
Company executives, and general marketplace and other applicable
considerations. Such increased Base Salary, if any, shall then constitute
Manager’s “Base Salary” for purposes of this Agreement.


 


(b) Benefits.
During the term of this Agreement, Manager shall have the right, on the same
basis as other members of senior management of the Company, to participate in
and to receive benefits under any of the Company’s executive and employee
benefit plans, insurance programs and/or indemnification agreements, 


 

















 


as may be in effect from
time to time, subject to any applicable waiting periods and other restrictions.
In addition, Manager shall be entitled to the benefits afforded to other
members of senior management under the Company’s vacation, holiday and business
expense reimbursement policies.


 


(c) Bonuses.
In addition to the Base Salary, Manager shall be eligible to receive an annual
performance bonus (“Performance Bonus”) under the InnerWorkings Annual Incentive
Plan (or any successor plan thereto). 
The Performance Bonus shall have a target payment date within 2-1/2
months following the end of each fiscal year of the Company, but in no event
shall the Performance Bonus be paid later than the end of the calendar year
following the end of the fiscal year on which the Performance Bonus is based,
unless such amounts have otherwise been deferred in compliance with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(d) Expenses.
In addition to reimbursement for business expenses incurred by Manager in the
normal and ordinary course of his employment by the Company pursuant to the
Company’s standard business expense reimbursement policies and procedures, the
Company shall reimburse Manager for the full amount of his insurance costs
should he elect to participate in the Company’s insurance program(s). In
addition, Manager shall be reimbursed $800/month for automobile expenses.”


 


3.             The period at the end of subparagraph 5(b)(ii) of
the Agreement shall be replaced with a semicolon and the following subparagraph
(iii) shall be added to paragraph 5(b) of the Agreement:


 


“(iii) immediate
vesting of i) all restricted stock granted on or about January 22, 2008,
and ii) all stock options granted on or about January 22, 2008, as if
Manager’s employment had continued for a period of twenty-four (24) months
following the termination.”


 


4.             The following clause shall be added
to the end of Paragraph (b) of Section 5 of the Agreement:


 


“In addition, if Section 409A
of the Code requires that a payment hereunder may not commence for a period of
six (6) months following termination of employment, then such payments
shall be withheld by the Company and paid as soon as permissible, along with
such other monthly payments then due and payable.”


 


5.             The following clause shall be added
to Section 6 of the Agreement after “2004 Unit Option Plan”:


 


“(except
as provided immediately below)”.


 


6.             The following new paragraph shall
be added to Section 6 of the Agreement:


 


“If
during the three (3) months prior to the public announcement of a proposed
Change in Control, or at any time following a Change in Control, the Manager’s
employment is terminated by the Company for any reason other than Cause, or
terminated by the Manager for Good Reason, the Manager shall be entitled to 


 

















 


immediate
vesting of i) all restricted stock granted on or about January 22, 2008,
and ii) all stock options granted on or about January 22, 2008; provided
that, for purposes of this paragraph, a “Change in Control” shall have the same
meaning as the term “Change in Control” set forth in the Company’s 2006 Stock
Incentive Plan.”


 


7.             In all other respects, the
Agreement shall remain in full force and effect.


 


 


 

















 


 


 


IN WITNESS WHEREOF, the
parties have executed this Amendment on the date set forth below.


 


	
  INNERWORKINGS,
  INC.  

  	
  MANAGER

  
	
   

  	
   

  
	
  By: 

  	
   /s/ Steven E. Zuccarini

  	
   

  	
  /s/ Nicholas J. Galassi

  
	
  Chief
  Executive Officer

  	
  Nicholas J. Galassi

  
	
   

  	
   

  
	
  Date: January 22, 2008

  	
  Date: January 22,
  2008