acro_10k-ex101901.htm


    Exhibit
10.19.1

    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    THIS
AMENDMENT (this “Amendment”) to that certain Employment Agreement dated January
28, 2005 (the “Original Agreement”), as amended by an Addendum dated March
6th,
2008 (the “Addendum”), is entered into by and between Acacia Technologies LLC, a
Delaware limited liability company (formerly, Acacia Technologies Services
Corporation) (“Acacia”), and Dooyong Lee (“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
      3.6 of the Original Agreement is hereby amended and restated to read in
      its entirety as follows:

            


    

    


    ”Travel
Expenses.  Acacia shall reimburse You for all reasonable travel,
lodging, and meal expenses incurred on behalf of Acacia.  All expenses
shall be supported by appropriate documentation and reimbursed in accordance
with Acacia’s policies and procedures. Any amounts payable under this Section
3.6 shall be made in accordance with Treasury Regulation Section
1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Your taxable
year following the taxable year in which You incur such expenses.  The
amounts provided under this Section 3.6 during any taxable year will not affect
such amounts provided in any other taxable year, and Your right to reimbursement
for such amounts shall not be subject to liquidation or exchange for any other
benefit.”

     

    
      	
               
      

            	
              2.

            	
              The
      Addendum is hereby superseded and Section 3.7 of the Original Agreement is
      hereby amended and restated to read in its entirety as
      follows:

            


    

    


    “Discretionary
Annual Bonus.  At the end of each calendar year, 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.”

     

    
      	
               
      

            	
              3.

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

            


    

     

    
      
        
        

      

      
        III-4

        
          

        

      

      
        
        

      

    

     

    “Benefits
and Perquisites.  Acacia shall make benefits available to You,
including, but not limited to, vacation and holidays, sick leave, health
insurance, and the like, to the extent and on the terms made available to other
similarly situated employees of Acacia.  This provision does not alter
Acacia's right to modify or eliminate any employee benefit and does not
guarantee the continuation of any kind or level of benefits.  All such
benefits shall cease upon the termination of your employment under this
Agreement.  Acacia shall reimburse You for any reasonable work related
expenses, in accordance with Acacia’s reimbursement policies and procedures. Any
amounts payable under this Section 3.8 shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last
day of Your taxable year following the taxable year in which You incur such
expenses.  The amounts provided under this Section 3.8 during any
taxable year will not affect such amounts provided in any other taxable year,
and Your right to reimbursement for such amounts shall not be subject to
liquidation or exchange for any other benefit.”

     

    
      	
               
      

            	
              4.

            	
              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.

            


    

     

    
      	
               
      

            	
              5.

            	
              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.

            


    

     

    
      	
               
      

            	
              6.

            	
              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/ Dooyong
Lee                                             


    Dooyong
Lee

     

     

     

    III-5