Amendment to Paragraph 3. 2. Paragraph 3.2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 3. Paragraph 3 of the Agreement is hereby deleted in its entirety and replaced and superseded by the following:
Amendment to Paragraph 3. Paragraph 3 of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 3. Paragraph 3 of the Stock Exchange Agreement is hereby amended to read in its entirety as follows: "At Closing, Matrix will cancel all non-qualified stock options (covering 9,000 Matrix shares) that it has granted and that remain outstanding as of the date hereof, and AvTel will issue to the beneficiaries thereof, 22, 338 AvTel non-qualified stock options, after giving effect to the Merger and Reverse Stock Split, having the exercise period and exercise price set forth in Exhibit B hereto."
Amendment to Paragraph 3. 3(a). Paragraphs 3.3(a)(3) through 3.3(a)(6) of the Agreement are hereby amended and restated to read in their entirety as follows:
Amendment to Paragraph 3. Paragraph (3) of the Note is
Amendment to Paragraph 3. Paragraph 3 of the Agreement shall be modified such that the duties of the Employee, on or after the date of this Amendment and for the balance of the Employment Term shall be as follows: The Employee shall serve as a senior marketing executive of the Company subject to the authority and direct supervision of the Board of Directors of the Company and the Chief Executive Officer of the Company and shall perform such duties for the Company, the Company's affiliates, subsidiaries, divisions and operating units as may be assigned to him from time to time by the Chief Executive Officer of the Company and as are consistent with the usual duties of an employee of his status. The Employee shall not be required to perform services at a location more than twenty-five (25) miles from his home; provided, however, that the Employee may be required to travel (including travel to the Company's principal office in New York County) consistent with his past practice.
Amendment to Paragraph 3. 1(c). Paragraph 3.1(c) of the Agreement is hereby amended and restated to read in its entirety as follows: “[...***...] percent ([...***...]%) of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties and are for Patent Rights in Asian Countries only; and [...***...] percent ([...***...]%) of all sublicense fees received by LICENSEE from its Sublicensees that are not earned royalties and are for Patent Rights in non-Asian Countries; provided, however, that if LICENSEE sublicenses the Patent Rights together with other patent rights not dominated by the Patent Rights, the parties shall negotiate in good faith a reduced sublicense fee percentage payable to UNIVERSITY that is reasonable in light of the relative values of the Patent Rights and the other sublicensed patent rights.”
Amendment to Paragraph 3. Paragraph 3 of the Agreement shall be modified such that the duties of the Employee, on or after the date of this Amendment and for the balance of the Employment Term shall be as follows: The Employee shall serve as a member of the Company's Board of Directors and as the chairman of the Company subject to the authority and direct supervision of the Board of Directors of the Company and shall perform such duties for the Company, the Company's affiliates, subsidiaries, divisions and operating units as may be assigned to him from time to time by the Board of Directors of the Company and as are consistent with the usual duties of an employee of his status. The Employee shall not be required to perform services at a location other than the current principal office of the Company, or a successor principal office established by the Company in New York County; provided, however, that the Employee may be required to travel consistent with his past practice.
