Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 9/26/00 – EX-10.20-2

On:  Tuesday, 9/26/00, at 5:27pm ET   ·   Accession #:  912057-0-42637   ·   File #:  333-35906

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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    161    737K 
                          (General Form)                                         
 2: EX-4.5      Instrument Defining the Rights of Security Holders   132    197K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders   133    186K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders    44    168K 
 7: EX-10.10-1  Material Contract                                     24    106K 
 8: EX-10.10-2  Material Contract                                      4     16K 
 9: EX-10.10-3  Material Contract                                      3     16K 
10: EX-10.11    Material Contract                                     23    102K 
11: EX-10.12    Material Contract                                      4     16K 
12: EX-10.18-2  Material Contract                                      3     13K 
13: EX-10.19    Material Contract                                     10     45K 
14: EX-10.20-2  Material Contract                                      3     14K 
15: EX-10.25    Material Contract                                     15     62K 
 5: EX-10.7     Material Contract                                     21    120K 
 6: EX-10.9     Material Contract                                     26     94K 
16: EX-21.1     Subsidiaries of the Registrant                         1      6K 
17: EX-23.1     Consent of Experts or Counsel                          1      8K 
18: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     11K 

EX-10.20-2   —   Material Contract
Exhibit Table of Contents

EX-10.20-2
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                                                               EXHIBIT 10.20.2

 FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT

This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First 
Amendment") is made and entered into as of August 16, 1999, by and between      
DigitalConvergence.com Inc., a Delaware corporation (the "Corporation"), and    
William S. Leftwich, a natural person residing in the State of Texas (the       
"Purchaser").                                                                   

 RECITALS:

A. The Corporation and the Purchaser are parties to that certain Stock          
Purchase Agreement dated as of May 17, 1999, a copy of which is attached as     
EXHIBIT A hereto (the "Stock Purchase Agreement"). Each capitalized term used   
herein, and not otherwise defined herein, shall have the meaning set forth in   
the Stock Purchase Agreement.                                                   

B. The Corporation and the Purchaser desires to amend the Stock Purchase        
Agreement as provided herein.                                                   

 AGREEMENTS:

  NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants set forth herein, together with other good and         
valuable consideration, the parties hereto covenant and agree as follows:       

       1.       AMENDMENT. SECTION 4.1 of the Stock Purchase Agreement shall
be amended and restated in its entirety to read as follows:                     

                          SECTION 4.1 GRANT. The Corporation is hereby granted
               the right (the "Repurchase Right"), exercisable at any time
                during the sixty (60) day period following the date that the
             Purchaser's employment with the Corporation or any of its
            direct or indirect subsidiaries is terminated (i) by the
                Corporation for "Cause" (as hereinafter defined), or (ii) by
                the Purchaser without "Good Reason" (as hereinafter defined)
                  (either one being a "Repurchase Event") (or such longer period
                  of time mutually agreed to by the parties), to repurchase at a
               price of $.10 per share (the "Repurchase Price") all or, at
         the discretion of the Corporation, any portion of the
              Purchased Shares in which the Purchaser has not acquired a
                vested interest in accordance with the vesting provisions of
         Section 4.3 (such shares to be hereinafter called the
                 "Unvested Shares"). "Cause" shall mean that the Purchaser (i)
                is convicted of a felony, or any misdemeanor involving fraud
                or theft, (ii) engages in dishonest behavior that materially
                 adversely affects the Corporation, or (iii) commits a willful

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                and intentional act having the effect of materially injuring
             the reputation or business of the Corporation, including,
                 without limitation, habitual use of illegal drugs or alcohol.
             "Good Reason" shall mean (i) a material diminution of the
               Purchaser's authority, duties, or responsibilities with the
                 Corporation or (ii) the assignment to the Purchaser of duties
                  materially inconsistent with the Purchaser's position with the
            Corporation, unless otherwise approved by the Purchaser.

  2.       STOCK PURCHASE AGREEMENT OTHERWISE UNCHANGED. Except as
herein specifically amended or supplemented hereby, the Stock Purchase          
Agreement shall continue in full force and effect in accordance with its terms  

  3.       GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas.                   

4.       COUNTERPARTS. This First Amendment may be executed in
counterparts, each of which shall be deemed to be an original, but all of       
which together shall constitute one and the same instrument.                    

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES ON NEXT PAGE.)

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       IN WITNESS WHEREOF, the parties have executed this First Amendment to
Stock Purchase Agreement on the day and year first indicated above.             

                   DIGITAL CONVERGENCE.:COM INC.

                       By:          /s/ J. Jovan Philyaw
                                     -----------------------------------------
             Name:  J. Jovan Philyaw
                    Title: Chief Executive Officer

PURCHASER:

                                       /s/ William S. Leftwich
                                  --------------------------------------------
         William S. Leftwich

                                  /s/ Susan Leftwich
                                  --------------------------------------------
                         Susan Leftwich, Spouse of Purchaser

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Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/26/00							None on these Dates
		8/16/99		1
		5/17/99		1
									List all Filings