acro_10k-ex102501.htm


    Exhibit
10.25.1

     

    


     

    AMENDMENT
TO AMENDED EMPLOYMENT AGREEMENT

     

    THIS
AMENDMENT (this “Amendment”) to that certain Amended Employment Agreement dated
March 31, 2008 (the “Original Agreement”) is entered into by and between Acacia
Technologies LLC, a Delaware limited liability company ("Acacia”), and Clayton
J. Haynes (“You”), effective as of December 17, 2008, on the following terms and
conditions.

     

    BACKGROUND

     

    A.           Acacia
and You are parties to the Original Agreement.

     

    B.           Acacia
and You desire to amend the Original Agreement as set forth below.

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants set forth
herein, Acacia and You, intending to be legally bound, hereby agree as
follows:

     

    
      	
               
      

            	
              1.

            	
              Section
      3.2 of the Original Agreement is hereby amended and restated to read in
      its entirety as follows:

            


    

     

    “Discretionary
Bonus.  You shall be eligible for a discretionary bonus equal in value
of up to Thirty percent (30%) of your annual salary.  Such bonus shall
be at the sole discretion of the Compensation Committee of Acacia Research
Corporation, and shall be based upon personal performance, overall company
performance, and any other factors that the Compensation Committee elects to
consider.  This bonus is solely within the discretion of the
Compensation Committee, which may elect to pay You no bonus in any given year or
years.  The Compensation Committee may increase the amount of the
discretionary bonus, but has no obligation to do so.  In order to be
eligible for the discretionary annual bonus, this Agreement must be in full
force and effect at the time of the payment of such bonus.  Such
discretionary annual bonus shall be evaluated and paid (if applicable) no later
than December 31 of the calendar year following the calendar year to which such
bonus relates.  The discretionary annual bonus shall be subject to all
appropriate federal and state withholding taxes in accordance with the normal
payroll procedures of Acacia.”

     

    
      	
               
      

            	
              2.

            	
              Approval by Board of
      Directors.  The Board of Directors of the Company
      approved the provisions of this Amendment at a meeting held, pursuant to
      notice duly given, on December 17,
2008.

            


    

     

    
      	
               
      

            	
              3.

            	
              Counterparts.  This
      Amendment may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which shall constitute one
      Amendment.

            


    

     

    
      	
               
      

            	
              4.

            	
              Terms and Conditions
      of the Original Agreement.  Except as specifically
      amended by this Amendment, all terms and conditions of the Original
      Agreement shall remain in full force and
effect.

            


    

     

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

     

    
    

    
      ACACIA
TECHNOLOGIES LLC

    

     

    By:           /s/ Paul R.
Ryan                        
                                           

    Name:      Paul
R. Ryan

    Its:           Chairman
and CEO

     

    /s/ Clayton J.
Haynes                                
                                                                

    Clayton
J. Haynes

     

     

     

    III-8