SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement ("Second Amendment") is made and
entered into effective December 20, 2001, by and between SONUS CORP., a Yukon
Territory, Canada, corporation ("Corporation"), and XXXXXXX X. XXXXXX
("Executive").
RECITALS
A. Corporation and Executive are parties to an Employment Agreement effective
December 24, 1997 (the "Agreement"), which was amended by an Amendment to
Employment Agreement effective May 21, 2001 (the "First Amendment").
B. Corporation and Executive mutually desire to further amend the Agreement, as
set forth in this Second Amendment.
TERMS
1. Section 3.1 of the Agreement, as amended by the First Amendment, is further
amended to read as follows:
"3.1 Position and Duties. Executive agrees to render services to
Corporation as Chairman of the Board and a member of the Board of
Corporation and as an executive officer of such of Corporation's Affiliates
as the parties to this Agreement mutually agree, including Affiliates that
may be formed or acquired subsequent to the Effective Date. As Chairman of
the Board, Executive will have such executive and managerial duties as may
be agreed between him and Corporation's Chief Executive Officer from time
to time. Corporation acknowledges and agrees that (i) by its actions
replacing Executive with Xxxxxx X. Xxxx as Chief Executive Officer of
Corporation, Good Reason exists for Executive to terminate his employment
with the Corporation, (ii) in the event that Executive terminates his
employment with the Corporation at any time on or before February 28, 2002,
such termination shall be deemed to be for Good Reason, and (iii) after
February 28, 2002, termination for Good Reason must be established by some
reason other than Executive's replacement with Xx. Xxxx as Chief Executive
Officer of the Corporation."
2. Except as expressly provided in this Second Amendment, the Agreement, as
amended by the First Amendment, will continue in full force and effect.
CORPORATION: SONUS CORP.
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Chief Executive Officer
EXECUTIVE: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
