EXHIBIT 10.9
AMENDMENT 1 TO EMPLOYMENT AGREEMENT
PARTIES
This Amendment 1 to Employment Agreement (this "Amendment") dated as of
January 24, 2003 is entered into by and between Telaxis Communications
Corporation, a Massachusetts corporation having its principal place of business
at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Company") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, an individual with an address at ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Employee").
RECITALS
A. The Company and Employee are parties to an Employment Agreement, dated
as of December 19, 2000 (the "Agreement"). Capitalized terms used in this
Amendment without definition have the meanings given to those terms in the
Agreement.
B. The parties desire to make certain changes to the Agreement.
TERMS OF AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The third sentence of Section 2 of the Agreement is hereby amended by
replacing the current text of that sentence in its entirety with the following:
The employment period described above is subject to earlier termination
pursuant to Section 3.6, 3.7.2, 4 or 5.
2. Section 3.7.1 of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
Termination By Company. In the event the Company terminates Employee's
employment under this Agreement pursuant to Section 5, the Company shall
provide to Employee, in exchange for a release (in a form consistent with
past practice of the Company) as to any and all claims Employee may have
against the Company (which release, however, shall not release any claims
relating to indemnification, contribution or insurance coverage), the
Severance Benefits for (a) an eleven (11) month period after termination if
termination shall occur (i) at any time prior to any Change in Control,
(ii) after any Approved Change in Control, or (iii) more than one (1) year
after an Unapproved Change in Control, or (b) a twenty-four (24) month
period after termination if termination shall occur within one (1) year
after an Unapproved Change in Control.
3. Section 3.7.2 of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
Termination by Employee For Good Reason. After a Change in Control and
provided Employee has Good Reason, Employee may terminate his employment
under this Agreement upon fifteen (15) days written notice to the Company
and the Company shall provide to Employee, in exchange for a release (in a
form consistent with past practice of the Company) as to any and all claims
Employee may have against the Company (which release, however, shall not
release any claims relating to indemnification, contribution or insurance
coverage), the Severance Benefits for an eleven (11) month period.
4. Section 3.7.3(c) of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
"Severance Benefits" shall mean Employee's base salary (for the applicable
severance period) at the highest level in effect during the 90-day period
immediately preceding the date of termination, payable in full on the last
day of the Employment Period, less required payroll deductions.
5. On the last day of the Employment Period, the Company shall pay Employee
(using Employee's base salary at the highest level in effect during the 90-day
period immediately preceding the date of termination) for all unpaid vacation
days Employee shall have accrued through the last day of the Employment Period,
less any required payroll deductions.
6. Employee agrees to provide consultation and advice to the Company at
mutually acceptable times and locations for a period of up to three (3) months
following termination of employment, but in no event shall Employee be required
to provide consultation or advice to the extent that it interferes with any new
employment he has.
7. Each of the parties agrees to execute, acknowledge, deliver and perform,
or cause to be executed, acknowledged, delivered and performed, at any time, or
from time to time, as the case may be, all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
necessary or proper to carry out the provisions or intent of this Amendment.
8. Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
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EXECUTION
The parties executed this Amendment as a sealed instrument as of the date
first above written, whereupon it became binding in accordance with its terms.
TELAXIS COMMUNICATIONS CORPORATION
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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