exhibit10_4.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.4

     

    AMENDING
AGREEMENT

     

    


     

    THIS
AGREEMENT made the 5th day of
February, 2009

     

    BETWEEN:

     

    LML PAYMENT SYSTEMS INC., a
corporation continued under the laws of the Yukon Territory of 1680 – 1140 West
Pender Street, Vancouver, B.C., V6E 4G1

     

    (the
“Company”)

     

    AND:

     

    RICHARD SCHULZ, businessman of
North Vancouver, B.C.

     

    (the
“Executive”)

     

    


     

    WHEREAS:

     

    
      	
              A.  

            	
              The
      Company and the Executive are parties to an employment agreement dated
      March 31, 2008 (the “Original Agreement”)
      whereby the Company has retained the services of the Executive in acting
      as the Chief Accounting Officer of the
Company;

            


    

     

    
      	
              B.  

            	
              The
      Board has determined that it is in the best interests of the Company to
      make the bonus structure for the Executive the same as that of other
      senior executives of the Company;

            


    

     

    
      	
              C.  

            	
              It
      is appropriate to amend the Original Agreement in order to reflect such
      change to the Executive’s bonus entitlement;
and

            


    

     

    
      	
              D.  

            	
              The
      parties now wish to make certain amendments to the Original Agreement upon
      the terms and conditions set out in this
  Agreement;

            


    

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and other valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto covenant and agree as
follows:

     

    
      	
              1.  

            	
              Section 4.2
      of the Original Agreement is deleted in its
  entirety.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.  

            	
              The
      following provision is added to the Original Agreement as a new
      section 4.2:

            


    

     

    “4.2           For
each full fiscal year of the Company that begins and ends during the Term,
commencing at the commencement of the 2010 fiscal year  of the
Company, the Executive shall be eligible to earn an annual cash bonus (the
“Annual Bonus”) of up to thirty-five percent (35%) of the Base Salary based on
the achievement by the Company of reasonable performance goals established by
the Compensation Committee for each such fiscal year (or portion) which may
include targets related to the earnings before interest, taxes, depreciation and
amortization (“EBITDA”) of the Company.  The Compensation Committee
shall, prior to the execution of this Agreement, establish objective criteria to
be used to determine the extent to which performance goals have been satisfied;
provided that until the commencement of the 2010 fiscal year  of the
Company, the Annual Bonus for the Executive shall be limited to being up to
fifteen percent (15%) of the Base Salary based upon the same criteria as are to
be applied hereunder in the 2010 fiscal year of the Company.”

     

    
      	
              3.  

            	
              All
      provisions of the Original Agreement which are not amended by this
      Agreement remain unchanged and the amendments contemplated in
      sections 1 and 2 hereof taken together with all other unamended
      provisions of the Original Agreement form the employment agreement between
      the Company and the Executive as if such amendments formed part of the
      Original Agreement.

            


    

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on
the day and year first above written.

     

    


     

    LML
PAYMENT SYSTEMS INC.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	Per:	 	 
	 	 	 
	/s/ Greg
      MacRae  	 	 
	Authorized
      Signatory	 	 
	 	 	 
	 	 	 
	
                                        RICHARD
      SCHULZ

                                      	 
      	 
      
	 	 	 
	/s/
      Richard R. Schulz  	 
      	/s/
      Carolyn Gaines
	
                                        Signature

                                      	 
      	
                                        Witness
      Signature

                                      
	 	 	 
	 
      	 
      	Carolyn
      Gaines
	 
      	 
      	
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      Witness Name