exv10w9a





    Exhibit
10.9A





    AMENDMENT
    NUMBER ONE TO

    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



 



    This Amendment Number One (this “Amendment”) to
    Amended and Restated Employment Agreement, by and among
    Fusion-io, Inc. a Delaware corporation (the
    “Company”), Rick White, an individual
    (“Executive”) and West Coast VC, LLC, a
    Delaware limited liability company (“WCV”)
    (collectively, the “Parties”), is dated as of
    March 7, 2011 and amends the Amended and Restated
    Employment Agreement by and among the Company, Executive and WCV
    dated December 31, 2008 (the “Prior
    Agreement”).



 




    RECITALS



 



    WHEREAS, the Prior Agreement contained several scrivener’s
    errors and the Parties desire to correct such errors as set
    forth herein; and



 



    WHEREAS, the Prior Agreement provides that it can be altered or
    amended with the prior written consent of the Parties.



 



    NOW, THEREFORE, in consideration of the foregoing, and for other
    good and valuable consideration, the receipt and sufficiency of
    which are hereby acknowledged, the Parties, intending legally to
    be bound, hereby agree as follows:



 




    AGREEMENT



 



    1. Amendment to Preamble.  The preamble of
    the Prior Agreement is hereby amended and restated to read in
    its entirety as follows:



 



    “THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended
    from time to time, this “Agreement”) is made an
    entered into as of December 31, 2008 (the
    “Effective Date”), by and among Fusion
    Multisystems, Inc., a Nevada corporation (the
    “Company”), Rick White, an individual
    (“Executive”) and West Coast VC, LLC, a
    Delaware limited liability company
    (“WCV”).”



 



    2. Amendment to Section 4(a).  The
    first sentence of Section 4(a) of the Prior Agreement is
    hereby amended and restated to read in its entirety as follows:



 



    “(a) Vesting.  Executive has previously
    transferred 5,000,000 shares (after taking into account the
5-for-1 forward stock split of the Company's outstanding capital stock,
which occurred in July 2008) of the Company’s
    common stock (the “Shares”) to WCV.”



 



    3. Amendment to
    Section 4(a)(iii)(A).  Section 4(a)(iii)(A)
    of the Prior Agreement is hereby amended and restated to read in
    its entirety as follows:



 



    “(A) WCV shall acquire a vested interest in and the
    Repurchase Right shall lapse with respect to
    (1) 2,500,000 Shares (after taking into account the
5-for-1 forward stock split of the Company's outstanding capital stock,
which occurred in July 2008) as of March 21, 2008;
    and (2) the balance of the







 



    Shares in a series of thirty-six (36) successive equal
    monthly installments for each monthly period of continuous
    Service measured from March 21, 2008.”



 



    4. Effect of Amendment.  Except as set
    forth in this Amendment, the provisions of the Prior Agreement
    shall remain unchanged and shall continue in full force and
    effect.



 



    5. Governing Law.  This Amendment shall be
    governed by and construed under the laws of the State of Utah,
    excluding its conflicts and choice of law provisions.



 



    6. Counterparts.  This Amendment may be
    executed in several counterparts, each of which so executed
    shall be deemed to be an original, and such counterparts
    together shall constitute but one and the same instrument. Any
    signature page delivered by a fax machine or telecopy machine
    shall be binding to the same extent as an original signature
    page.



 



    Signature Page Follows







 



    IN WITNESS WHEREOF, the Parties have executed this Amendment as
    of the date first written above.



 



    FUSION-IO, INC.



 



    By:
    /s/  David
    Flynn








    Name: David Flynn







    Title: Chief Executive Officer






 



    EXECUTIVE



 



    By:/s/  Rick
    White








    Name: Rick White






 



    WEST COAST VC, LLC



 



    By:
    /s/  Rick
    White








    Name:     Rick White







    Title: Manager






 



    Signature Page to Amendment Number One to Amended and
    Restated Employment Agreement