SEC Info - Liquidity Services Inc - IPO: ‘S-1/A’ on 2/1/06

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Liquidity Services Inc – IPO: ‘S-1/A’ on 2/1/06 – ‘EX-10.6.2’

On: Wednesday, 2/1/06, at 6:02am ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1047469-6-1171 · File #: 333-129656

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/01/06  Liquidity Services Inc            S-1/A¶                18:2.2M                                   Merrill Corp/New/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.14M 
                          (General Form)                                         
18: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     10K 
14: EX-10.10    Material Contract                                   HTML    135K 
15: EX-10.11    Material Contract                                   HTML     81K 
 2: EX-10.3.1   Material Contract                                   HTML     44K 
 3: EX-10.3.2   Material Contract                                   HTML     14K 
 4: EX-10.4.1   Material Contract                                   HTML     44K 
 5: EX-10.4.2   Material Contract                                   HTML     16K 
 6: EX-10.5.1   Material Contract                                   HTML     47K 
 7: EX-10.5.2   Material Contract                                   HTML     14K 
 8: EX-10.6.1   Material Contract                                   HTML     52K 
 9: EX-10.6.2   Material Contract                                   HTML     15K 
10: EX-10.7.1   Material Contract                                   HTML     50K 
11: EX-10.7.2   Material Contract                                   HTML     14K 
12: EX-10.8.1   Material Contract                                   HTML     50K 
13: EX-10.8.2   Material Contract                                   HTML     15K 
16: EX-23.2     Consent of Experts or Counsel                       HTML      9K 
17: EX-99.1     Miscellaneous Exhibit                               HTML     10K

‘EX-10.6.2’ — Material Contract
Exhibit Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Agreement Amendment to Executive Employment Agreement QuickLinks Recitals
1	1st Page – Filing Submission
"	Amendment to Executive Employment Agreement
"	Recitals
"	Agreement
"	QuickLinks

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit 10.6.2

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of January 25, 2006 by and between Liquidity Services, Inc., a Delaware corporation (the "Company"), and the undersigned ("Executive").

Recitals:

A. Executive and the Company entered into an executive employment agreement dated as of January 27, 2005 (the "Executive Employment Agreement"); and

B. Executive and the Company wish to amend the terms of the Executive Employment Agreement in this Agreement.

Agreement:

NOW, THEREFORE, to induce Executive to continue such Executive's employment with the Company, and in consideration of the agreements contained herein and of such other good and valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive, intending to be legally bound, hereby agree that the Executive Employment Agreement is hereby amended in the following respect:

The following section, entitled "8.5 Code Section 409A Matters," is hereby added to the Executive Employment Agreement:

"Anything in this Agreement to the contrary notwithstanding, if (A) on the date of Executive's "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the "Code")) with the Company, Executive is a "specified employee" (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (B) as a result of such separation from service, Executive would receive any payment under this Agreement that, absent the application of this Section 8.5, would be subject to the additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six months after the Executive's separation from service, (2) the Executive's death or (3) such other date as will cause such payment not to be subject to such additional tax. Any payments which are required to be delayed as a result of this Section 8.5 shall be accumulated and paid as a lump-sum on the earliest possible date determined in accordance the preceding sentence."

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

		LIQUIDITY SERVICES, INC.
		By:	/s/ *WILLIAM P. ANGRICK, III* William P. Angrick, III Title: Chairman and Chief Executive Officer

Agreed and Accepted:
By: /s/ *JAMES M. RALLO*

NAME: James M. Rallo


Address:		10104 Flower Gate Terrace Potomac, MD 20854

QuickLinks

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Recitals
Agreement

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-1/A’ Filing	Date	Other Filings

Filed on:	2/1/06	CORRESP
	1/25/06
	1/27/05
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/08/22  Liquidity Services Inc.           10-K        9/30/22  114:13M
12/09/21  Liquidity Services Inc.           10-K        9/30/21  110:13M
12/08/20  Liquidity Services Inc.           10-K        9/30/20  113:14M

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Filing Submission 0001047469-06-001171 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)