Exhibit 10 iii
AMENDMENT NO. 1 TO
DEATH BENEFIT AGREEMENT
THIS AMENDMENT is made this ____ day of ____________, 2003, by ▇▇▇▇▇
Telecom Inc. (hereinafter referred to as the "Company").
W I T N E S S E T H:
WHEREAS, the Company entered into a DEATH BENEFIT AGREEMENT (the
"Agreement") by and between the Company and ________________________ (the
"Employee"), dated as of ______________ ___, 2003;
WHEREAS, the Company and the Employee have reserved the right, pursuant
to Paragraph A of Section 10 of the Agreement, to further amend the Agreement.
NOW, THEREFORE, the Company and the Employee do hereby amend the
Agreement as follows:
I.
Effective as of ____________ ___, 2003, Paragraph A of Section 3 of the
Agreement is hereby amended in its entirety to read as follows:
"A. A lump sum equal to (i) or (ii) below shall be paid to the
beneficiary or beneficiaries designated on Schedule "A":
(i) if the Employee dies while employed by ▇▇▇▇▇, an Affiliate or
any successor, (x) 500% of the Employee's Annual Compensation as of the
date of his death minus (y) the amount the employee is entitled to
receive upon his death under the Company's group-term life insurance
policy, and
(ii) if the Employee dies following his employment with ▇▇▇▇▇, an
Affiliate or any successor, 250% of the Employee's highest Annual
Compensation in the five years preceding his termination of employment
with ▇▇▇▇▇, an Affiliate or any successor."
II.
Effective as of ____________ ___, 2003, Section 7 of the Agreement is
hereby amended in its entirety to read as follows:
"7. Termination of Agreement - This Agreement shall terminate upon the
death of the Employee, provided that the Company shall provide such
cooperation as may be necessary following the death of the Employee to
cause the proceeds under the Policy to be paid to the Employee's
beneficiary or beneficiaries."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the ______ day of ________________, 2003.
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EMPLOYEE
▇▇▇▇▇ TELECOM INC.
By:____________________________________________
Title:_________________________________________