8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 18, 2010

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 0-20190

DELAWARE	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Connell Corporate Center

300 Connell Drive, 5^th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700

(Registrant’s telephone number, including area code

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:

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

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

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

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

Explanatory Note

On February 22, 2010, Authentidate Holding Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, that the Company entered into agreements with its President and Chief Financial Officer modifying their current compensation arrangements. The Original Form 8-K contained a clerical error concerning the vesting terms of options granted to these officers under such agreements. This Form 8-K/A is only being filed to correct such error and does not modify or update any other disclosures contained in the Original Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2010, Authentidate Holding Corp. (the “Company”) entered into agreements with each of O’Connell Benjamin, its President, and William A. Marshall, its Chief Financial Officer, in order to implement a compensation modification program approved by the Management Resources and Compensation Committee of the Board of Directors. Pursuant to these agreements, both the Company’s President and its Chief Financial Officer agreed to accept a reduction in their base salary equal to 85% of their current base salary until such time as the Company achieves Cash Flow Breakeven. Pursuant to these agreements, the term “Cash Flow Breakeven” is defined to mean that the Company has achieved positive cash flow from operations for two consecutive fiscal quarters ending no later than the end of the fiscal quarter ending September 30, 2011, determined by reference to the revenues and other amounts received by the Company from its operations; provided, however, that the term “cash flow from operations” shall not include (a) amounts received from the sale, lease or disposition of (i) fixed or capital assets, including without limitation, the land and building located at 2165 Technology Drive, Schenectady, New York, except for amounts received in the ordinary course of business; or (ii) any subsidiary company; (b) capital expenditures; (c) interest income and expense; and (d) other non-operating items as determined in accordance with generally accepted accounting principles in the United States as consistently applied during the periods involved.

In consideration for their agreement to accept a reduction in their base salary, the Company granted such officers options to purchase such number of shares of common stock as is equal to 15% of their base salary. Accordingly, the Company granted its President 43,500 options and granted its Chief Financial Officer 39,000 options. The options were granted under the Company’s 2000 Employee Stock Option Plan, are exercisable for a period of ten (10) years at a per share exercise price of $1.01 and shall only vest and become exercisable upon either the date determined that the Company achieves Cash Flow Breakeven or in the event of a termination of employment either without “cause” or for “good reason”, as such terms are defined in the employment agreements previously entered into between the Company and its President and Chief Financial Officer.

Item 8.01 Other Events.

Pursuant to the compensation modification program referred to in response to Item 5.02 of this Current Report on Form 8-K, all employees of the Company were granted options to purchase shares of common stock under the Company’s 2000 Employee Stock Option Plan in consideration for a reduction in their current salary. Under this program, the Company reduced the salaries of non-executive employees earning $110,000 per annum or less by 10% and reduced the salaries of its other non-executive employees by 15% and in consideration for such modification, awarded such employees options to purchase such number of shares of common stock as is equal to the foregone salary as measured over a one-year period. Under this program, employees’ base salary will revert to its prior level upon the Company’s achievement of Cash Flow Breakeven, as defined above, or if otherwise specified by the Board of Directors to be earlier. The options awarded to the Company’s non-executive employees will vest on the date that the Company achieves Cash Flow Breakeven, as defined above, and are exercisable for a period of 10 years at a price of $1.00 per share; provided, however that for any employee that has an employment letter governing the terms of his employment with the Company, the exercise price of the options will be equal to the greater of $1.00 or the closing price of the Company’s common stock, as reported on the Nasdaq Capital Market, on the date such person agrees to the compensation modification program.

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SIGNATURE

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

	AUTHENTIDATE HOLDING CORP.
	By:	/S/    O’CONNELL BENJAMIN
	Name:	O’Connell Benjamin
	Title:	President
Date: February 22, 2010

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EX-10.1

Exhibit 10.1

COMPENSATION MODIFICATION AGREEMENT

This Compensation Modification Agreement is made as of the 18^th day of February, 2010, by and between O’Connell Benjamin, (hereinafter referred to as the “Employee”) and Authentidate Holding Corp., a Delaware corporation with principal offices located at 300 Connell Drive, 5^th Floor, Berkeley Heights, New Jersey 07922 (hereinafter referred to as the “Company”).

WHEREAS, the Employee is currently employed by the Company as its President and had entered into an Employment Agreement dated as of January 1, 2009 setting forth the terms and conditions of his employment (the “Employment Agreement”); and

WHEREAS, the Company has implemented a salary reduction program applicable to its employees in an effort to reduce the Company’s cash expenditures; and

WHEREAS, both the Company and the Employee agree to modify the rate at which Employee is currently compensated as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of February 1, 2010, Employee agrees that in lieu of his current Base Salary (as defined in the Employment Agreement), Employee will accept a reduction in his Base Salary to 85% of the current Base Salary (“Reduced Salary”) until such time as the Company achieves Cash Flow Breakeven, as defined below.

2. Company and Employee agree that for the purpose of determining the Severance Payment, as defined in the Employment Agreement, the term Base Salary shall mean the Employee’s Base Salary as it exists on the day immediately prior to February 1, 2010 and no such amounts shall be calculated by reference to the Reduced Salary.

3. In consideration of the acceptance of the Reduced Salary by Employee, the Company hereby grants to Employee such number of options to purchase shares of the Company’s common stock (the “Options”) as is equal to 15% of Employee’s Base Salary payable for a period of one year. For example, if the Employee’s Base Salary is $260,000 per annum, Employee shall be granted Options to purchase 39,000 shares of the Company’s common stock under this Agreement. The Options shall be exercisable for a period of ten (10) years at a per share exercise price equal to the greater of the closing price of the Company’s common stock, as reported on the Nasdaq Capital Market, on February 4, 2010 or the date on which this agreement has been executed by both the Company and Employee. The Options shall only vest and become exercisable upon either (i) the date determined by the Compensation Committee of the Board of Directors that the Company achieves Cash Flow Breakeven (as defined below) or (ii) in the event Employee’s employment is terminated either (a) by the Company without “Cause” (as such term is defined in the Employment Agreement) or (b) by the Employee for “Good Reason” (as such term is defined in the Employment Agreement).

4. As used in this Agreement, the term “Cash Flow Breakeven” means that the Company has achieved positive cash flow from operations for two consecutive fiscal quarters ending no later than the end of the fiscal quarter ending September 30, 2011, determined by reference to the revenues and other amounts received by the Company from its operations; provided, however,

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that as used herein, the term “cash flow from operations” shall not include (a) amounts received from the sale, lease or disposition of (i) fixed or capital assets, including without limitation, the land and building located at 2165 Technology Drive, Schenectady, New York, except for amounts received in the ordinary course of business; or (ii) any subsidiary company; (b) capital expenditures; (c) interest income and expense; and (d) other non-operating items as determined in accordance with generally accepted accounting principles in the United States as consistently applied during the periods involved.

5. Employee acknowledges and agrees that the arrangements set forth herein shall not constitute “Good Reason” as defined under the Employment Agreement. The Employee agrees and understands that nothing in this agreement shall confer any right with respect to continuation of employment by the company, nor shall it interfere in any way with the Employee’s right or the Company’s right to terminate the Employee’s employment at any time, with or without cause.

6. Nothing in this Agreement shall create or be construed or interpreted as creating any contract of employment for any term between the Company and Employee.

7. This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter hereof. No change, addition or amendment shall be made hereto, except by written agreement signed by the parties hereto. Except for the amendments agreed upon by the parties as set forth herein, the Employment Agreement has not otherwise been modified by the parties. Except as may be expressly set forth herein, nothing herein shall constitute a waiver by either the Company or Employee of all other restrictions, rights or remedies that either may have.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

AUTHENTIDATE HOLDING CORP.		EMPLOYEE
By:	/s/ J. Edward Sheridan	By:	/s/ O’Connell Benjamin
	Name: J. Edward Sheridan		Name: O’Connell Benjamin
	Title: Chairman

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EX-10.2

Exhibit 10.2

COMPENSATION MODIFICATION AGREEMENT

This Compensation Modification Agreement is made as of the 18^th day of February, 2010, by and between William A. Marshall, (hereinafter referred to as the “Employee”) and Authentidate Holding Corp., a Delaware corporation with principal offices located at 300 Connell Drive, 5^th Floor, Berkeley Heights, New Jersey 07922 (hereinafter referred to as the “Company”).

WHEREAS, the Employee is currently employed by the Company as its Chief Financial Officer and Treasurer and had entered into an Employment Agreement dated as of February 15, 2006 setting forth the terms and conditions of his employment (the “Employment Agreement”); and

WHEREAS, the Company has implemented a salary reduction program applicable to its employees in an effort to reduce the Company’s cash expenditures; and

WHEREAS, both the Company and the Employee agree to modify the rate at which Employee is currently compensated as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of February 1, 2010, Employee agrees that in lieu of his current Base Salary (as defined in the Employment Agreement), Employee will accept a reduction in his Base Salary to 85% of the current Base Salary (“Reduced Salary”) until such time as the Company achieves Cash Flow Breakeven, as defined below.

2. Company and Employee agree that for the purpose of determining the Severance Payment as defined in the Employment Agreement, the term Base Salary shall mean the Employee’s Base Salary as it exists on the day immediately prior to February 1, 2010 and no such amounts shall be calculated by reference to the Reduced Salary.

3. In consideration of the acceptance of the Reduced Salary by Employee, the Company hereby grants to Employee such number of options to purchase shares of the Company’s common stock (the “Options”) as is equal to 15% of Employee’s Base Salary payable for a period of one year. For example, if the Employee’s Base Salary is $260,000 per annum, Employee shall be granted Options to purchase 39,000 shares of the Company’s common stock under this Agreement. The Options shall be exercisable for a period of ten (10) years at a per share exercise price equal to the greater of the closing price of the Company’s common stock, as reported on the Nasdaq Capital Market, on February 4, 2010 or the date on which this agreement has been executed by both the Company and Employee. The Options shall only vest and become exercisable upon either (i) the date determined by the Compensation Committee of the Board of Directors that the Company achieves Cash Flow Breakeven (as defined below) or (ii) in the event Employee’s employment is terminated either (a) by the Company without “Cause” (as such term is defined in the Employment Agreement) or (b) by the Employee for “Good Reason” (as such term is defined in the Employment Agreement).

4. As used in this Agreement, the term “Cash Flow Breakeven” means that the Company has achieved positive cash flow from operations for two consecutive fiscal quarters ending no later than the end of the fiscal quarter ending September 30, 2011, determined by reference to the revenues and other amounts received by the Company from its operations; provided, however,

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that as used herein, the term “cash flow from operations” shall not include (a) amounts received from the sale, lease or disposition of (i) fixed or capital assets, including without limitation, the land and building located at 2165 Technology Drive, Schenectady, New York, except for amounts received in the ordinary course of business; or (ii) any subsidiary company; (b) capital expenditures; (c) interest income and expense; and (d) other non-operating items as determined in accordance with generally accepted accounting principles in the United States as consistently applied during the periods involved.

5. Employee acknowledges and agrees that the arrangements set forth herein shall not constitute “Good Reason” as defined under the Employment Agreement. The Employee agrees and understands that nothing in this agreement shall confer any right with respect to continuation of employment by the company, nor shall it interfere in any way with the Employee’s right or the Company’s right to terminate the Employee’s employment at any time, with or without cause.

6. Nothing in this Agreement shall create or be construed or interpreted as creating any contract of employment for any term between the Company and Employee.

7. This Agreement sets forth the entire agreement between the parties and supersedes all prior agreements between the parties, whether oral or written, with respect to the subject matter hereof. No change, addition or amendment shall be made hereto, except by written agreement signed by the parties hereto. Except for the amendments agreed upon by the parties as set forth herein, the Employment Agreement has not otherwise been modified by the parties and all other provisions of the Employment Agreement not specifically amended by this Agreement shall remain in full force and effect and are hereby ratified, affirmed and approved. Except as may be expressly set forth herein, nothing herein shall constitute a waiver by either the Company or Employee of all other restrictions, rights or remedies that either may have.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

AUTHENTIDATE HOLDING CORP.		EMPLOYEE
By:	/s/ J. Edward Sheridan	By:	/s/ William A. Marshall
	Name: J. Edward Sheridan		Name: William A. Marshall
	Title: Chairman

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