EXHIBIT 10.10D
3rd AMENDMENT TO EMPLOYMENT AGREEMENT
This "3rd amendment to Employment Agreement" (this "Amendment") is made
on the 9th day of March, 2000 by and between IFS International Holdings, Inc., a
Delaware Corporation (the "Company"), IFS International, Inc., a New York
corporation and a wholly owned subsidiary of the Company, and any other
subsidiary of the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Executive"), based on the
following:
A. On May 12, 1998, the Company and the Executive executed that
certain "Employment Agreement" (the "Agreement") whereby the
Company retained the services of the Executive as its Senior Vice
President of Sales.
B. On January 22, 1999 the Company and the Executive executed an
Amendment to that certain "Employment Agreement" (the
"Agreement") which modified the original May 12 Agreement.
C. On January 31, 2000 the Company and the Executive executed the
2nd amendment to that certain "Employment Agreement" (the
"Agreement") which reinstated certain portions of Par. 14 of the
original May 12, 1998 "Agreement".
D. The Company and the Executive wish to further modify the May 12
"Agreement" pursuant to the terms of this Amendment.
NOW, THEREFORE, THE PARTIES TO THIS Amendment agree as follows:
1. Reinstatement of Par. 4f of the Agreement as modified below which
compensates the Executive in the form of Stock Appreciation
Rights. TO WIT:
Subject to the receipt of any approval by the By-Laws of the
Company, the General Corporation Law of Delaware and/or any
federal or state securities laws, the Company shall grant to the
Executive, upon execution of this Agreement, stock appreciation
rights ("SAR") based on fifty thousand (50,000) shares of the
Company's common stock and, on each anniversary of the execution
of this Agreement, the Executive shall receive additional SARs
based on fifty thousand (50,000) of the Company's common stock.
These grants shall be governed by a separate Stock Appreciations
Rights Agreement which shall set forth all material terms and
conditions of the SARs. Upon exercise of the SARs, the Executive
shall receive from the Companies an amount equal to the excess of
the fair market value of the SAR shares exercised over the fair
market value of the SAR shares as of the date of the grant. Such
amount shall be paid to the Executive and grossed up to cover the
payment of any and all taxes, of any kind or nature, that are
incurred by the Executive as a result of his exercise of the
SARs.
2. All other Terms and provisions of the May 12, 1998 Agreement, the
January 22, 1999 Amendment, and the January 31, 2000 Amendment To
Remain. The parties agree that all other terms and provisions of
the Agreement and its Amendment shall remain the same.
WHEREFORE, THE PARTIES HERETO HAVE EXECUTED THIS Agreement in the City of ▇▇▇▇,
State of New York as of the date first set forth above.
IFS INTERNATIONAL HOLDINGS, INC.
A Delaware Corporation
By: __________________________________
Chairman of the Board of Directors
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: ____________________________________
Chairman of the Compensation Committee
of the Board of Directors
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IFS INTERNATIONAL INC.
A New York Corporation
By: ___________________________________
President & Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
Secretary
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
EXECUTIVE:
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