Exhibit 10.9


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


AGREEMENT made as
of January 25, 2013 by and between Ace Marketing & Promotions, Inc., a New York corporation, having an office at 600 Old Country
Road, Suite 541, Garden City, NY 11530 (the “Company”) and Dean L. Julia, also having an office at 600 Old Country
Road, Suite 541, Garden City, NY 11530 (“Julia”).


 


W I T N E S S E T H:


 


WHEREAS, the Company
entered into an agreement on or about March 1, 2005 (the “Employment Agreement”) to retain the services of Julia as
an executive officer of the Company for a term of three years with an automatic provision to extend the contract for an additional
two years unless Julia gives 60 days prior written notice of his intention not to renew the agreement prior to the end of the initial
term; and


 


WHEREAS, on August
22, 2007, the Board of Directors approved a three-year extension of Julia’s Employment Agreement with an expiration date
of February 28, 2011 and approved the following:


 


		·	Continuation
of current annual salary with scheduled salary increases of $24,000 per annum to occur on every anniversary date of the contract
and extension thereof commencing on March 1, 2008;



 


		·	A signing bonus
of options to purchase 150,000 shares granted to each executive which is fully vested at the date of grant and exercisable at $1.20
per share through August 22, 2017;



 


		·	Ten-year options
to purchase 50,000 shares of Common Stock to be granted at fair market value on each anniversary date of the contract and extension
thereof commencing March 1, 2008; and



 


		·	Termination pay
of one-year base salary based upon the scheduled annual salary of each executive officer for the next contract year, plus the amount
of bonuses paid (or entitled to be paid) to the executive for the current fiscal year or the preceding fiscal year, whichever is
higher; 



and


 


WHEREAS,
on September 21, 2007, the Company and Julia entered into an amendment to the Employment Agreement in accordance with the Board
of Director’s resolutions of August 22, 2007; and


 


WHEREAS,
on April 7, 2010, the Board of Directors approved and Julia entered into an amendment to his Employment Agreement extending the
expiration date of his Employment Agreement through March 1, 2015 as well as the following additional provisions:


		·	Continuation
of his annual salary and scheduled salary increases;



		·	Signing bonus
of stock options to purchase 200,000 shares, exercisable at $.50 per share through April 7, 2020



		·	10-year stock
options to purchase 100,000 shares of common stock to be granted to Julia at fair market value on each anniversary date of the
contract and extension thereof commencing March 1, 2011; and





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		·	termination pay of one year base salary
based upon the scheduled annual salary of Julia for the next contract year plus the amount of bonuses paid or entitled to be paid
to the him for the current fiscal year or the preceding fiscal year, whichever is higher. In the event of termination, Julia will
continue to receive all benefits included in the Employment Agreement through the scheduled expiration date of said Employment
Agreement prior to the acceleration of the termination date thereof.



and


 


WHEREAS, on February
29, 2012, the Board approved Julia serving as Co-Chief Executive Officer of the Company for the duration of his Employment Agreement;
and


 


WHEREAS, on July
23, 2012, the Board approved and on January 25, 2013, the Board elected to implement an amendment to Julia’s Employment Agreement
so that Julia’s Employment Agreement shall then expire on February 28, 2017 and on each March 1st anniversary
commencing March 1, 2013, Julia’s Employment Agreement shall be extended for an additional one year, unless notice of termination
of the Employment Agreement has been provided by either the Company or Julia on or before December 30th of the prior
year, it being understood that in the event of termination by the Company, Julia will be entitled to all salary and other benefits
through the then expiration date of his ‘Employment Agreement plus one-year termination pay as per his amended agreement
of April 7, 2010; and


 


WHEREAS, the parties
desire to make all modifications necessary to Julia’s Employment Agreement to reflect the foregoing amendments.


 


NOW, THEREFORE,
it is agreed as follows:


 


		I.	Sections 1 and 2 of Julia’s Employment Agreement shall be amended to read as follows:



 


“1.Employment


 


Julia hereby agrees to
be employed by Company as the Co-Chief Executive Officer of Company, and Julia hereby agrees to render his services as Company’s
Co-Chief Executive Officer for the Term (as hereinafter defined), all subject to and on the terms and conditions herein set forth.


 


2. Duties
and Responsibilities of Julia


 


(a) Julia will be the
Co-Chief Executive Officer of Company, subject to the other provisions of this Section 2. Although Julia shall be required to travel
from time to time, Julia’s primary office shall be based in Valley Stream, New York City or the surrounding area. Julia shall
not be required to relocate from the New York City metropolitan area without Julia’s prior written consent, which consent
may be withheld by Julia in his absolute discretion.


 


(b)Julia shall be elected
to the Board of Directors of the Company (the “Board”) and during the Term shall be nominated for re-election to the
Board.


 


(c)During the term
of this Agreement, Julia will exercise such authority, perform such executive duties and functions and discharge such responsibilities
as he deems appropriate as are customarily vested in an officer of a public company with said title, including, authority with
respect to among other matters, purchasing, pricing, sales and the hiring, compensating and discharging of employees, financing
arrangements, all subject to the overall authority of the Board of Directors of the Company consistent with the By-Laws of the
Company. As such, Julia shall be primarily responsible for the direction and management of the current and future affairs and business
of the Company. Julia shall use his best efforts to maintain and enhance the business and reputation of Company and shall perform
such other duties commensurate with his position as may, from time to time, be designated to Julia by the Board.”




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		II.	Section 4(a) of Julia’s Employment Agreement is amended to read as follows:



 


“(a)In consideration
for Julia’s services to be performed under this Agreement and as compensation therefor, Company shall pay to Julia, commencing
as of the date set forth above, in addition to all other benefits provided for in this Agreement, a base salary at the rate of
Twenty-Six Thousand ($26,000) Dollars per month, (the “Julia Base Salary”) which Julia Base Salary will be increased
in accordance with the provisions set forth in Section 6 and may be further increased in the sole discretion of the Board. All
payments of Julia Base Salary shall be payable monthly or otherwise in accordance with Company’s policies.”


 


		III.	Section 6 of Julia’s Employment Agreement is amended to read as follows:



 


“(a)On March 1st
of each year under this Agreement commencing March 1, 2013, Julia shall be entitled to automatically receive (i) an increase of
$2,000 in his Julia Base Salary and (ii) fully vested 10-year non-statutory options to purchase 100,000 shares of Common Stock
at an exercise price equal to 100% of fair market value of the Company’s Common Stock based upon the closing sales price
as of the close of business on the last business day of February immediately preceding the date of grant. Julia shall be also entitled
to Company paid disability insurance and term life insurance for the benefit of his family in an amount to be fixed by the Board
of Directors of the Company at a cost not to exceed $10,000 per annum.


 


(b)In the event
Julia’s Employment Agreement is terminated by the Company other than for cause pursuant to Section 9(a) or due to disability
as set forth in Section 9(b) herein, Julia shall be entitled to receive termination pay of one-year base salary based upon his
scheduled annual salary for the next contract year (i.e. 12 multiplied by the Julia Base Salary) plus the amount of bonuses paid
or entitled to be paid to him for the current fiscal year or the preceding fiscal year, whichever is higher. The termination pay
shall be paid immediately upon his termination. Also, in the event of termination by the Company other than pursuant to Section
9(a) or 9(b) herein, Julia will continue to receive all salary and benefits through the scheduled expiration date of his Employment
Agreement prior to the acceleration of the termination date.”


 


		IV.	Section 7 is amended in its entirety to read as follows:



 


“The term of Julia’s
employment hereunder shall expire February 28, 2017. On March 1st of each calendar year commencing March 1, 2013, the
Employment Agreement shall be automatically renewed for an additional one year, unless the Employment Agreement is terminated prior
thereto in accordance with Section 9 hereof on or before December 30th of the prior calendar year. In the event of termination
of Julia without cause, Julia shall be entitled to all compensation and benefits in accordance with the provisions of Section 6(b)
herein.”




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V.The Employment Agreement
of March 1, 2005, as amended herein, shall constitute the entire agreement between Julia and the Company. All signing bonuses issued
in 2007 and 2010 in the form of the grant of options shall be retained by Julia. This agreement may only be amended in writing
and executed by both parties. All other provisions of the Employment Agreement of March 1, 2005 remain unchanged.


 


IN WITNESS WHEREOF,
the parties hereto have caused this agreement to be duly executed as of the date first above written.


 


	 	ACE MARKETING & PROMOTIONS, INC.
	 	 
	 	 
	 	By: /s/ Michael D. Trepeta                     
	 	Michael D. Trepeta
	 	Co-Chief Executive Officer
	 	 


/s/ Dean
L. Julia                         


Dean L. Julia,
Executive


 




 


 






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