AMENDMENT NO 1. TO EMPLOYMENT AGREEMENT
AMENDMENT
NO 1. TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment")
is made and entered into as of this 16th
of June,
2005 by and between Mobilepro Corp. a Delaware corporation (“Mobilepro”) and ▇▇▇
▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”).
WHEREAS,
Mobilepro and Mazerski entered into that certain Employment Agreement on
October
16, 2004 (“Agreement”);
WHEREAS,
Mobilepro
and Mazerski mutually desire to amend certain provisions of the
Agreement.
NOW,
THEREFORE, in
consideration of the premises and mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Amendment
No. 1.
The
following language shall replace Section 3(e):
Equity.
As
partial consideration for entering into this Agreement, Mobilepro hereby
grants
▇▇. ▇▇▇▇▇▇▇▇ the option, in the form of warrants, to acquire five hundred
thousand (500,000) shares of Mobilepro’s common stock at an exercise price of
$0.225 per share (the “Option”). The right to purchase 250,000 shares shall vest
upon Mobilepro’s Telco Operations reaching $5,000,000 in Adjusted EBIDTA and the
other 250,000 shares shall vest ratably over the twenty-four (24) month term
of
this Agreement, or immediately (i) if ▇▇. ▇▇▇▇▇▇▇▇’▇ employment is terminated
without cause or for good reason (as described in Section 4 hereof) or (ii)
due
to a Change of Control (as described in Section 5(a) hereof). In addition
to the
foregoing, as partial consideration for entering into this Agreement, the
Company hereby grants ▇▇. ▇▇▇▇▇▇▇▇ additional warrants to acquire one million
five hundred thousand (1,500,000) shares of the Company’s common stock at an
exercise price or $0.15 per share (the “Warrants”). The Warrants shall vest
ratably over the remaining term of the Employment Period, or immediately
(i) if
▇▇. ▇▇▇▇▇▇▇▇’▇ employment is terminated without cause or for good reason (as
described in Section 4 hereof) or (ii) due to a Change of Control (as described
in Section 5(a) hereof).
2. Other
Changes.
It is
understood and agreed by the parties hereto that all other provisions of
the
Agreement shall remain unchanged and in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement to be effective as of the date
first
above written.
By______________________________________
▇▇▇
▇.
▇▇▇▇▇▇, Chief Executive Officer
“Mobilepro”
▇▇▇
▇▇▇▇▇▇▇▇
_________________________________
“Mazerski”