8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

__________________

Date of Report:  January 14, 2010

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-21743	36-3680347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Concourse Parkway, Suite 500, Atlanta, GA	30328
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	(678) 638-0460

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement

On January 14, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendment”) with Mr. Iain A. McCready (the “Executive”) pursuant to which the Company amended the Employment Agreement (the “Employment Agreement”) entered into on June 10, 2008, by and between the Company and the Executive. Under the terms of the Amendment, the Company shall compensate the Executive for his services as Chief Executive Officer of the Company. Mr McCready also serves as Chairman of the Company’s board of directors (the “Board”) but receives no additional compensation for those services. The summaries of the Employment Agreement and of the Amendment provided herein are qualified in their entirety by the terms of each agreement, which are fully set forth and attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, which are incorporated by reference herein.

Pursuant to the terms of the Amendment, the Executive’s term of employment was extended from two (2) to four (4) years commencing on May 29, 2008 and ending on May 29, 2012, unless earlier terminated as provided in the Employment Agreement.

Pursuant to terms of the Employment Agreement, the Company agreed to pay the Executive a base salary at an annual rate equal to One Hundred Sixty Thousand British Pounds Sterling (₤160,000) (the “Base Salary”). Under the terms of the Amendment, the Company and the Executive ratified the temporary reduction in the Base Salary, for the period from April 1, 2009 through December 31, 2009, to an annual rate of One Hundred Forty Four Thousand British Pounds Sterling (₤144,000), which returned to One Hundred Sixty Thousand British Pounds Sterling (₤160,000) as of January 1, 2010.

Pursuant to terms of the Employment Agreement the Company agreed to pay the Executive annual incentive bonus compensation equal to (a) Twenty Thousand British Pounds Sterling (₤20,000) and (b) up to thirty-seven and one-half percent (37.5%) of the Base Salary for each year based upon objectives determined by the Board or the Compensation Committee thereof in its sole discretion.  Pursuant to the terms of the Amendment, the Executive’s annual incentive bonus compensation paid in the past for the first year was ratified and future incentive compensation was clarified. The Amendment ratified the incentive bonus payments made to the Executive of Twenty Thousand British Pounds Sterling (₤20,000) and Thirty Thousand British Pounds Sterling (₤30,000) earned in the first year. For the second, third and fourth years, the incentive compensation was amended to provide for incentive compensation payments of up to fifty percent (50%) of the Base Salary for each year based upon objectives determined by the Board or the Compensation Committee thereof in its sole discretion.

Pursuant to terms of the Employment Agreement, the Executive is also entitled to receive a sales bonus equal to the product of 0.025 and the total amount of cash and fair market value (on the date of payment) of all property paid or payable (including amounts paid in escrow) to the Company in connection with a Sale Transaction (as defined in the Employment Agreement) (the “Sale Proceeds”) so long as certain conditions are met as set forth in the Employment Agreement; provided, however, that in calculating such sales bonus, such Sale Proceeds shall be deemed not to exceed Two Hundred Million Dollars ($200,000,000).  Under the terms of the Amendment, the sales bonus was extended and may be earned by the Executive until May 29, 2012.

Pursuant to the terms of the Amendment, the Company, subject to approval of the Board or the Stock Option Committee thereof, agreed to issue to the Executive an option to acquire Eighteen Million (18,000,000) shares of the Common Stock at a per share exercise price to be determined prior to or upon the date of the grant (the “Third Option”). The Third Option shall vest in equal monthly increments of Seven Hundred Fifty Thousand (750,000) shares on the 29th day of each month commencing on June 29, 2010, subject to the continued employment of the Executive with the Company on such dates, such that the Third Option is vested and exercisable, with respect to one hundred percent (100%) of the shares subject to the Third Option, as of May 29, 2012. Upon the occurrence of a Sale Transaction or Change in Control (as defined in the Amendment) all such unvested options immediately shall be vested and exercisable. 

All other terms and conditions in the Employment Agreement not revised in the Amendment remain in full force and effect.  

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ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 herein above.

ITEM 8.01.  OTHER EVENTS

On January 20, 2010 the Company issued a press release (the “Press Release”) announcing the Amendment. A copy of the Press Release has been furnished with this Current Report on Form 8-K and is attached hereto as Exhibit 99.1, which is hereby incorporated by reference herein in its entirety.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibit No. Description:

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Employment Agreement, dated June 10, 2008, by and between NeoMedia Technologies, Inc. and Iain McCready	Filed as Exhibit 10.1 to Form 8-K on June 16, 2008
Exhibit 10.2	First Amendment to Employment Agreement, effective January 1, 2010, by and between NeoMedia Technologies, Inc. and Iain McCready	Provided herewith
Exhibit 99.1	Press Release, dated January 20, 2010	Provided herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEOMEDIA TECHNOLGIES, INC.
Date:    January 20, 2010	By:	/s/ Michael W. Zima
	Name:	Michael W. Zima
	Its:	Chief Financial Officer

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EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

BY AND BETWEEN

NEOMEDIA TECHNOLOGIES, INC.

AND

IAIN MCCREADY

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into between NeoMedia Technologies, Inc., a Delaware corporation (the “Employer”), and Iain McCready (the “Employee”), effective as of January 1, 2010. The Employer and the Employee may be individually referred to as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, the Parties entered into that certain employment agreement, dated June 10, 2008 (the “Agreement”);

WHEREAS, Section 13 of the Agreement provides that the terms of the Agreement may be modified as agreed to in writing as executed by the Parties; and

WHEREAS, the Parties desire to amend the Agreement pursuant to certain resolutions adopted by the Company’s compensation committee on December 13, 2009 and November 28, 2008 and in connection with certain financing arrangements entered into between the Company and certain third-parties.

NOW THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party hereby agrees as follows:

1. Recitals. The recitals stated above are true and correct and incorporated hereunto the body of this Amendment as if fully stated herein.

2. Capitalized Terms.  Capitalized terms not defined in this Amendment shall have the meaning given to them in the Agreement.

3. Amendment of Section 1(b).  The Parties agree that Section 1(b) of the Agreement shall be amended to read, in its entirety:

(b)           Subject to the terms and conditions herein, the initial term of employment shall commence on May 29, 2008 (the “Effective Date”) and shall terminate on May 29, 2012 unless earlier terminated as herein provided (the “Initial Term”). In the event that either party desires to extend the Initial Term for an additional period of time such party shall provide the other party with written notice of such desire at least six (6) months prior to the expiration of the Initial Term. Following such notice, the Initial Term may be extended upon mutual agreement of the parties hereto. The Initial Term and any extensions thereof shall be referred to as the “Employment Period”.

4. Amendment of Section 3(b). The Parties agree that Section 3(b) of the Agreement shall be amended to read, in its entirety:

(b)           Incentive Bonus Compensation.  The Executive shall receive incentive bonus compensation (the “Incentive Bonus”) for each year of this Agreement as follows:

(i) First Year. For the period of June 10, 2008 until June 10, 2009, the Executive shall be entitled to receive a bonus up to fifty percent (50%) of the Base Compensation, based upon objectives, and delivered at such times, as determined by the Board of Directors or the Compensation Committee thereof in its sole discretion.  The Executive acknowledges that Twenty-Thousand British Pounds Sterling (£20,000) of such bonus payment were delivered to the Executive in August 2008, and Thirty-Thousand British Pounds Sterling (£30,000) of such bonus payment were delivered to the Executive in December 2008.

(ii) Second Year. For the period of June 11, 2009 through June 10, 2010, the Executive shall be entitled to receive a bonus up to fifty percent (50%) of the Base Compensation, based upon objectives, and delivered at such times, as determined by the Board of Directors or the Compensation Committee thereof in its sole discretion

(iii) Third Year. For the period of June 11, 2010 through June 10, 2011, the Executive shall be entitled to receive a bonus up to fifty percent (50%) of the Base Compensation, based upon objectives, and delivered at such times, as determined by the Board of Directors or the Compensation Committee thereof in its sole discretion.

(iv) Fourth Year. For the period of June 11, 2011 through May 29, 2012, the Executive shall be entitled to receive a bonus up to fifty percent (50%) of the Base Compensation, based upon objectives, and delivered at such times, as determined by the Board of Directors or the Compensation Committee thereof in its sole discretion.

The Incentive Bonus shall be subject to applicable tax and payroll deductions required by law. The Incentive Bonus shall be pro rated for any of the periods listed above that are less than a full calendar year.

5. Amendment to Section 3(c). The Parties agree that the first paragraph of Section 3(c) of the Agreement shall be amended to read, in its entirety:

(c)           Sale Bonus.  If (i) the Company has consummated a Sale Transaction (as defined below) by May 29, 2012, (ii) the Sale Proceeds (as defined below) are in excess of $45,000,000, (iii) the Executive remains actively employed with the Company through the consummation of the Sale Transaction, (iv) the Executive is otherwise in compliance with the terms of this Agreement as may be amended at any time in the future, and (v) the Executive complies with, and uses commercially reasonable efforts to take such actions as are necessary to cause the Company to comply with, the terms and conditions of agreements entered into by the Executive or the Company effecting or otherwise relating to the Sale Transaction, the Executive will be eligible to receive a sale bonus in connection with such Sale Transaction equal to the product of 0.025 and the Sale Proceeds; provided, that for the purposes of such calculation the amount of Sale Proceeds shall be deemed to not exceed $200,000,000 (the “Sale Bonus”). The Sale Bonus shall be subject to any applicable tax and payroll deductions required by law.

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6. Amendment to Section 3(a).  The Parties agree that Section 3(a) of the Agreement shall be amended to read, in its entirety:

(a)(i) Base Salary.  During the Employment Period, the Company shall pay to the Executive an annual base salary (“Base Compensation”) of One Hundred Sixty Thousand British Pounds Sterling (£160,000) payable through a payroll bureau located in the United Kingdom of Great Britain and Northern Ireland in accordance with the Company’s customary payroll periods or such other basis as may be determined by the Board of Directors and subject to any applicable tax and payroll deductions required by law.

(ii) Salary Reduction Period. Notwithstanding Section 3(a)(i) above, for the period of April 1, 2009 though December 31, 2009 (the “Salary Reduction Period”), the Base Compensation of the Executive shall be equal to One Hundred Forty-Four Thousand British Pounds Sterling (£144,000), as pro rated for such period. In connection with the reduction of the Executive’s salary during the Salary Reduction Period, subject to the approval of the Company’s Stock Option Committee, the Executive shall be entitled to receive Eight Hundred Eighty-Six Thousand Two Hundred Sixty (886,260) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a per share exercise price of $0.02 per share (the “Salary Reduction Option”). The Salary Reduction Option shall vest with respect to 1/12th of the shares subject to such option on the last day of each month commencing on May 29, 2009, pursuant to the terms of the Company’s standard form of stock option agreement and the Company’s stock option plan, subject to the Executive’s continued employment with the Company on such dates, such that the Salary Reduction Option is vested and exercisable with respect to one hundred percent (100%) of the shares subject to the Salary Reduction Option as of April 29, 2010. Amendment to Section 3(d).  The Parties agree that Section 3(d) of the Agreement shall be amended to read, in its entirety:

Subject to the approval of the Stock Option Committee or the Company’s Board of Directors, the Company shall issue to the Executive (i) an option to acquire Sixteen Million Twenty-Five Thousand Six Hundred Forty-Three (16,025,643) shares of Common Stock, at a per share exercise price to be determined prior to or upon the date of the grant (the “First Option”), (ii) an option to acquire Sixteen Million Twenty-Five Thousand Six Hundred Forty-Three (16,025,643) shares of Common Stock at a per share exercise price to be determined prior to or upon the date of the grant (the “Second Option”), and (iii) an option to acquire Eighteen Million (18,000,000) shares of the Common Stock at a per share exercise price to be determined prior to or upon the date of the grant (the “Third Option”, and together with the First Option, Second Option, and Salary Reduction Option, the “Options”). The First Option shall vest with respect to one hundred percent (100%) of the shares subject to the First Option, eighteen months after the Effective Date, subject to the Executive’s employment with the Company on such date. The Second Option shall vest with respect to 1/15th of the shares subject to the Second Option, each month following the Effective Date, subject to the continued employment of the Executive with the Company on such dates, such that the Second Option is vested and exercisable with respect to one hundred percent (100%) of the shares subject to the Second Option, fifteen (15) months after the Effective Date. The Third Option shall vest in equal monthly increments of Seven Hundred Fifty Thousand (750,000) shares on the 29th day of each month commencing on June 29, 2010, subject to the continued employment of the Executive with the Company on such dates, such that the Third Option is vested and exercisable, with respect to one hundred percent (100%) of the shares subject to the Third Option, as of May 29, 2012. Notwithstanding the foregoing, upon the occurrence of a Sale Transaction or Change in Control (as defined below) all unvested Options immediately shall be vested and exercisable. Except as otherwise expressly provided in this Agreement, all terms and conditions concerning the granting and exercise of the Options awarded to the Executive hereunder, shall be governed by the Company’s option plan, as such plan may be amended from time to time. The Options shall be memorialized by stock option agreements between the Company and the Executive.

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A “Change of Control”, as such term is used herein, is defined as, and has occurred when: (i) any person (defined herein to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, or “13(d)”), other than the Company, or an employee benefit plan established by the Company’s Board of Directors, acquires, directly or indirectly, the beneficial ownership (determined under rule 13d-3 of 13(d)) of securities issued by the Company having forty percent (40%) or more of the voting power of all the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (ii) a majority of the directors elected at any meeting of the holders of voting securities of the Company are persons who were not nominated for such election by the Company’s Board of Directors or a duly constituted committee of the Company’s Board of Directors having authority in such matters; or (iii) the Company mergers or consolidates with or transfers substantially all of its assets to another person.

7. Retroactive terms.  The Parties acknowledge that all terms of the amendments set forth herein with respect to all forms of compensation owed by the Company to the Executive prior to the date of this Amendment are accurately reflected as set forth herein and that this Amendment contains the entire understanding of the Parties with respect to the subject matter thereto.

8. Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

9. Reaffirmation of Other Terms and Conditions.  Except as expressly modified or contradicted by this Amendment, all other terms and conditions of the Agreement and all exhibits and schedules thereto (if any) shall remain in full force and effect, unmodified and unrevoked and the same are hereby reaffirmed and ratified by the Parties as if fully set forth herein.

** SIGNATURE PAGE FOLLOWS **

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IN WITNESS WHEREOF, the Parties have caused this First Amendment to Employment Agreement to be executed on the date first written above.

EMPLOYER:		EMPLOYEE:
NEOMDIA TECHNOLOGIES, INC.
By:	/s/ Michael W. Zima	/s/ Iain A. McCready
Name:	Michael W. Zima	Iain A. McCready
Its:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

For Immediate Release

NEOMEDIA EXTENDS CEO IAIN MCCREADY’S CONTRACT THROUGH 2012

ATLANTA, January 20, 2010 – Today NeoMedia Technologies, Inc. (OTC BB: NEOM), the global leader in mobile barcode scanning solutions, filed a Form 8-K with the U.S. Securities and Exchange Commission, disclosing that it has extended the employment agreement with its Chief Executive Officer, Iain A. McCready for two years. The amended agreement will expire on May 29, 2012.

Mr. McCready, who joined the company as its Chief Executive Officer in spring of 2008, has over two decades experience successfully building both software applications and telecommunications technology companies, will continue to lead NeoMedia as the market for mobile barcode solutions continues to evolve. “I am proud of what we have accomplished in possibly the most challenging global economic climate in our time, and am committed to supporting our talented team, to seeing our many initiatives through, and to communicating with our shareholders and the general market our progress in this new year and beyond.”

Prior to joining NeoMedia, Mr. McCready was the CEO of Mobiqa Limited, where he led the business from a start-up to the world leader in mobile ticketing and couponing solutions based on the creation, optimization, delivery and redemption of barcodes to mobile phones. His complete bio can be seen here.

About NeoMedia Technologies:

NeoMedia Technologies, Inc. (OTCBB: NEOM) is the global leader in mobile barcode scanning solutions. Our technology allows mobile devices with cameras to read 1D and 2D barcodes and provide “one click” access to mobile content. Combining this technology with advanced analytics and reporting capabilities revolutionizes the way advertisers market to mobile consumers.

NeoMedia provides the infrastructure to make 2D camera barcode scanning and its associated commerce easy, universal, and reliable – worldwide.

The company’s mobile phone technology, NeoReader, reads and transmits data from 1D and 2D barcodes to its intended destination. Our Code Management and Code Clearinghouse platforms create, connect, record, and transmit the transactions embedded in the 1D and 2D barcodes, like web-URLs, text messages (SMS), and telephone calls, ubiquitously and reliably.

NeoMedia Media Relations Contact:

Zeina Badran, zbadran@neom.com

(202) 409-0644