AMENDMENT
NO. 3 TO

    EMPLOYMENT
AGREEMENT

     

    This
AMENDMENT NO. 3 (“Amendment”) to that certain Employment Agreement, dated August
29, 2007 (collectively, “Agreement”), by and between NexCen Brands, Inc. (the
“Company”) and Sue Nam (“Executive” or “you”), is made effective as of June 30,
2009 (the “Effective Date”).

    


    WHEREAS,
the Company and the Executive entered into Amendment No. 1 to the Agreement as
of June 30, 2008; and

    


    WHEREAS,
the Company and the Executive entered into Amendment No. 2 to the Agreement as
of September 26, 2008; and

    


    WHEREAS, the Compensation Committee of
the Company’s Board of Directors has approved this Amendment No. 3 and the
changes to the Agreement that it will effect.

    


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

    


    
      	
              Section
      1. 

            	
              Amendments.  The
      Agreement shall be amended as
follows:

            


    

    


    
      	
            	
              A.

            	
              Section
      1.3(b)(i) and (b)(iii) shall be deleted in its entirety and replaced with
      the following:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Retention
      Bonus.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Quarterly
      Bonus.  Subject to the Executive’s continued employment
      with the Company from the Effective Date hereof to the end of each
      calendar quarter, Executive shall be entitled to receive a bonus of
      $29,000 for each calendar quarter during the Employment Period, commencing
      with the calendar quarter ended September 30, 2009 (each such payment, a
      “Quarterly Bonus”).  Each Quarterly Bonus earned by Executive
      shall be paid in the final payroll period ending in the calendar quarter
      to which it relates.  Notwithstanding the foregoing, in the
      event of the Executive’s termination by the Company without Cause or the
      Executive’s resignation with Good Reason, the Executive shall be entitled
      to be paid an amount of Quarterly Bonus that is prorated based on the
      number of days the Executive was employed with the Company during the
      quarter through the date of separation from the
  Company.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Additional
      Transactional Bonus.  Subject to the Executive’s
      continued employment with the Company from the Effective Date hereof to
      the completion of each of the applicable transactions, Executive shall be
      entitled to receive the following transactional bonuses to be paid in the
      Company’s regular payroll period following the consummation of each such
      transaction:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ·

            	
              Additional
      cash bonus of $50,000 upon the successful closing of a transaction for the
      recapitalization of the Company, refinancing of the Company’s debt or a
      Change of Control (as defined in the
Plan).

            


    

    
      	
               
      

            	
              ·

            	
              Additional
      cash bonus of $50,000 upon the filing with the Securities and Exchange
      Commission all financial reports for fiscal year 2009 deemed necessary by
      the Company.

            


    

    


    
      	
            	
              B.

            	
              Section
      1.4(b) and (c) shall be deleted in its entirety and replaced with the
      following:

            


    

    


    (b)            Severance Upon Termination
Without Cause, Upon Resignation by the Executive For Good Reason or Failure to
Renew Term. If the Employment Period is terminated by the Company without
Cause or if the Executive resigns for Good Reason, or if the Company fails to
renew the Term (in which case termination of the Executive’s employment shall be
effective at the expiration of the then-current Term), then the Executive will
be entitled to receive (1) any unpaid Base Salary through and including the
date of termination or resignation and any other amounts, including any declared
but unpaid Annual Bonus or other entitlements then due and owing to the
Executive as of the Termination Date; (2) the sum of (i) the
Executive’s Base Salary (at the rate in effect on the date of termination) for a
twelve-month period following the Executive’s termination of employment as
described in this Section 1.4(b) and (ii) the amount of bonuses paid
to Executive in the prior twelve-month period, payable in (A) substantially
equal installments over the lesser of (i) a six-month period immediately
following such termination, or (ii) such shorter period that is the longest
period permissible in order for the payments not to be considered “nonqualified deferred
compensation” under Section 409A of the Code or any regulations,
rulings or other regulatory guidance issued thereunder, or, if such payment
terms would not satisfy the requirements of Section 409A of the Code and
the regulations, rulings and other regulatory guidance issued thereunder, or
(B) if such payment terms would not satisfy the requirements of Section
409A of the Code and the regulations, rulings and other regulatory guidance
issued thereunder, a lump sum on the date that is six months following the
Executive’s “separation from
service” (within the meaning of Section 409A of the Code) occurring
in connection with such termination and (3) continue to participate in the
Company’s group medical plan on the same basis as he previously participated
or receive
payment of, or reimbursement for, COBRA premiums (or, if COBRA coverage is not
available, reimbursement of premiums paid for other medical insurance in an
amount not to exceed the COBRA premium) for a twelve-month period following the
Executive’s termination of employment; provided that if the
Executive is provided with health insurance coverage by a successor employer,
any such coverage by the Company shall cease (each of (1), (2) and
(3) referred to as the “Severance Payment”). The
Executive also shall be entitled to receive payment for all reimbursable
expenses or other entitlements then due and owing to the Executive as of the
Termination Date. If the Executive breaches his obligations under
Section 1.6, 1.7, 1.8 or 1.9 of this Agreement, the Company’s obligation to
make any Severance Payments and provide any Benefits shall cease as of the date
of such breach; provided, that if the Executive cures such breach within
10 days of receiving written notice from the Company of such breach (which
notice the Company shall provide promptly to the Executive after learning of
such breach), the Company shall promptly pay all Severance Payments not made
during such period of dispute and resume making Severance Payments and providing
Benefits promptly following such cure.

    


    
      
         

      

      
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    (c)           Severance upon a Change of
Control. Anything contained herein to the contrary notwithstanding, in
the event the Executive’s employment hereunder is terminated within twelve (12)
months following a Change of Control (as defined in the Plan) by the Company
without Cause or by the Executive with Good Reason, the Executive shall be
entitled to receive the Severance Payment as described in sub-section
(b) above; provided, however, that if such severance payment, either alone
or together with other payments or benefits, either cash or non-cash, that the
Executive has the right to receive from the Company, including, but not limited
to, accelerated vesting or payment of any deferred compensation, options, stock
appreciation rights or any benefits payable to the Executive under any plan for
the benefit of employees, would constitute an “excess parachute payment”
(as defined in Section 280G of the Internal Revenue Code of 1986), then
such severance payment or other benefit shall be reduced to the largest amount
that will not result in receipt by the Executive of an “excess parachute payment.”
The payment reduction contemplated by the preceding sentence, if applicable,
shall be implemented by determining the “Parachute Payment Ratio” (as
defined below) for each parachute payment and then reducing the parachute
payments in order beginning with the parachute payment with the highest
Parachute Payment Ratio.  For parachute payments with the same
Parachute Payment Ratio, such parachute payments shall be reduced based on the
time of payment of such parachute payments, with amounts having later payment
dates being reduced first.  For parachute payments with the same
Parachute Payment Ratio and the same time of payment, such parachute payments
shall be reduced on a pro rata basis (but not below zero) prior to reducing
parachute payments with a lower Parachute Payment Ratio.  For purposes
hereof, the term “Parachute
Payment Ratio” shall mean a fraction the numerator of which is the value
of the applicable parachute payment for purposes of Section 280G of the Code and
the denominator of which is the intrinsic value of such parachute payment. The
determination of the amount of the payment described in this subsection shall be
made by the Company’s independent auditors at the sole expense of the Company.
For purposes of clarification the value of any options described above will be
determined by the Company’s independent auditors using a Black-Scholes valuation
methodology. If within twelve (12) months after the occurrence of a Change
of Control, the Company shall terminate the Executive’s employment without Cause
or the Executive terminates his employment with Good Reason, then
notwithstanding the vesting and exercisability schedule in any stock option or
other grant agreement between the Company and the Executive, all unvested stock
options, shares of restricted stock and other equity awards granted by the
Company to the Executive pursuant to any such agreement shall immediately vest,
and all such stock options shall become exercisable and shall remain exercisable
for the greater of the period provided for in the grant agreement, 180 days
after the effective date of termination of the Executive’s employment, or the
remaining term of the applicable option.

     

    
      
         

      

      
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              C.

            	
              A
      new Section 1.4(i) shall be added as
follows:

            


    

    


    (i)           Specified
Employee.  Notwithstanding any other payment schedule provided
herein to the contrary, if Executive is deemed on the date of termination to be
a “specified employee” within the meaning of that term under Code Section
409A(a)(2)(B), then each of the following shall apply:  (A) with
regard to any payment that is considered deferred compensation under Code
Section 409A payable on account of a “separation from service,” such payment
shall be made on the date which is the earlier of (A) the expiration of the six
(6)-month period measured from the date of such “separation from service” of
Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent
required under Code Section 409A.  Upon the expiration of the Delay
Period, all payments delayed pursuant to this Section shall be paid to Executive
in a lump sum, and all remaining payments due under this Agreement shall be paid
or provided in accordance with the normal payment dates specified for them
herein; and (B) to the extent that any benefits to be provided during the Delay
Period is considered deferred compensation under Code Section 409A provided on
account of a “separation from service,” and such benefits are not otherwise
exempt from Code Section 409A, Executive shall pay the cost of such benefits
during the Delay Period, and the Company shall reimburse Executive, to the
extent that such costs would otherwise have been paid by the Company or to the
extent that such benefits would otherwise have been provided by the Company at
no cost to Executive, the Company’s share of the cost of such benefits upon
expiration of the Delay Period, and any remaining benefits shall be reimbursed
or provided by the Company in accordance with the procedures specified
herein.

    


    Section
2.       Effect of
Amendment.  Except as set forth in Section 1 of this Amendment, the
provisions of the Agreement shall not be amended or altered by this Amendment
and shall continue in full force and effect.

    


    Section
3.       Miscellaneous.  This
Amendment shall be governed by the internal laws of the State of New
York.  This Amendment may be executed in one or more counterparts,
each of which when executed and delivered shall be deemed to be an original and
all counterparts taken together shall constitute one and the same
instrument.  This Amendment and the Agreement (as amended hereby)
constitute the entire understanding of the parties hereto with respect to the
subject matter hereof, and any and all prior agreements and understandings
between the parties regarding the subject matter hereof, whether written or
oral, except for the Agreement (as amended hereby), are superceded by this
Amendment.  Any provision of this Amendment which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rending unenforceable the
remaining provisions hereof, and any invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
undersigned parties on December 15, 2009.

     

    
      
        
          	
                  COMPANY:

                
	 
      
	
                  NEXCEN
      BRANDS, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Kenneth J. Hall

                
	
                  Name:
      Kenneth J. Hall

                
	
                  Title:  
      Chief Executive Officer

                
	 
      
	
                  EXECUTIVE:

                
	 
      
	
                  /s/ Sue Nam

                
	
                  Sue
      Nam

                


        

      

    

     

    
      
         


      

      
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