EXHIBIT 10.10
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Agreement (referred to as "Amendment No. 1") is an amendment to
the Employment Agreement dated as of the 1st day of May 1998 by and among
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Executive") and International Exchange Networks, Ltd., a
Delaware corporation (the "Company") and is made and entered into as of June 1,
1999 between the Company and the Executive.
Introductory Statement
The Company and the Executive are parties to an Employment Agreement dated
as of the 1st day of May 1998 (the "Existing Agreement"). Section 11.3 of the
Existing Agreement provides that any term of the Existing Agreement may be made
only by an instrument in writing and signed by the party against whom
enforcement is sought and, in the case of the Company, authorized by resolution
of its Board of Directors. The Company and the Executive wish to amend the
Existing Agreement as set forth in this Amendment No.1, and the Company has
authorized this Amendment No.1 by resolution of its Board of Directors.
In consideration of the premises, the Company and the Executive hereby
agree that the Existing Agreement shall be amended in the following respects,
and, as amended hereby, shall continue in full force and effect:
1. Section 2 of the Existing Agreement shall be amended to read in its
entirety as follows:
2. Employment; Term. The Company agrees to employ the Executive, and
----------------
the Executive hereby agrees to accept such employment by the Company, on
the terms and conditions set forth herein. The parties hereto agree that
such employment shall not be on an "at-will" basis, but shall be governed
by the terms and conditions of this Agreement during the Term (as defined
herein) of this Agreement. Unless sooner terminated in the manner
hereinafter provided, the term of this Agreement shall commence on the date
of this Agreement and shall expire on May 31, 2003 (the "Initial Term");
Provided, however, that this Agreement shall automatically be extended by
-------- -------
one day each day, unless either party shall notify the other that the
Agreement shall not be so extended, in which event the expiration date
shall be fixed at the fourth (4th) anniversary of the date of such notice
(the Initial Term, plus any extensions thereof, hereinafter referred to as
the "Term").
2. Section 4.1 of the Existing Agreement shall be amended to read in its
entirety as follows:
4.1 Base Salary. The Company shall pay the Executive during the
-----------
Term a base salary at an annual rate of $210,000 per annum, payable in
accordance with the standard payroll practices of the Company ("Base
Salary"). It is understood that the Base Salary shall be the Executive's
minimum annual compensation during
Page 1 of 2
the Term. The Base Salary shall be reviewed annually by the Board, or the
Compensation Committee of the Board, and may be increased (but not
decreased) at its discretion.
3. Section 5.2(b) of the Existing Agreement shall be amended to read in its
entirety as follows:
(b) In the Event that the Executive's employment with the
Company is terminated by the Executive prior to the expiration of the Term
for Good Reason, or by the Company prior to the expiration of the Term
other than by reason of (i) the Executive's resignation, (ii) death, (iii)
Disability or (iv) the Executive's discharge by the Company for Cause,
subject to the Executive's compliance with Sections 6, 7 and 8, the Company
shall (i) pay the Executive in one lump sum his Base Salary for one year
(the "Severance Period"), and (ii) pay to the Executive as a Bonus for the
year in which such termination occurred, in lieu of any Bonus that
otherwise would have been payable during the Severance Period had such
termination of employment not occurred, 50% of the Executive's then-current
Base Salary.
The Company and Executive hereby stipulate that the damages which may be
incurred by the Executive as a consequence of any such termination of
employment are not capable of accurate measurement as of the date first
above written and that the payments provided for in this Agreement
constitute a reasonable estimate under the circumstances of, and are in
full satisfaction of, all damages sustained as a consequence of any such
termination of employment, without any requirement of proof of actual
damage and without regard to the Executive's efforts, if any, to mitigate
damages. The Company and the Executive further agree that the Company may
condition the payments (if any) due this Section on the receipt of the
Executive's resignation from any and all positions which he holds as an
officer, director or committee member with respect to the Company, or any
Subsidiary or Affiliate thereof.
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused this Amendment No. 1 to be executed in its name by an officer
thereunto duly authorized, all as of the day and year first above written.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
INTERNATIONAL EXCHANGE
NETWORKS, LTD.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By ________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
Page 2 of 2