EXHIBIT 10.57
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement (defined below) is
made and entered into as of the 15th day of March, 2002, by and between
Interliant, Inc., a Delaware corporation, having a place of business at Two
Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Employer"), and, Xxxxxxx X.
Xxxxxxx, having an address at 0 Xxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000
("Employee").
WITNESSETH:
WHEREAS, Employee is a Co-Chairman and director of Employer;
WHEREAS, Employer and Employee entered into an Employment Agreement
dated as of January 1, 1999 and an Amendment thereto on May 22, 2001
(collectively, the "Employment Agreement") setting forth the terms of the
employment relationship of Employee as Co-Chairman of Employer;
WHEREAS, the current term of the Employment Agreement expires May 31,
2002 ("Current Term");
WHEREAS, the parties desire to further amend the Employment Agreement,
particularly the term and the compensation provided thereunder, in accordance
with the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:
1. TERM
The term of Employee's employment hereunder shall be further
extended for an additional twelve (12) months beyond the end of the Current
Term, thereby continuing through and including May 31, 2003 (the "Extended
Term"). The Agreement shall be automatically extended from year to year
thereafter unless either party gives not less than three (3) months prior
written notice to the other that such party elects to have the Agreement
terminated effective at the end of the Extended Term or then current renewal
term, provided, however, that the compensation to be paid to Employee during any
such renewal period shall be the same as provided in the Employment Agreement
without giving effect to the changes made by this Second Amendment or any prior
Amendment, unless the parties otherwise agree in writing.
2. COMPENSATION
As compensation for the performance of his duties on behalf of
Employer during the Extended Term, Employer shall deliver to Employee, 500,000
shares of Employer's common stock, par value $.01, which shares shall be
unregistered.
3. SEVERANCE
All references in Section 6 of the Employment Agreement to
"Section 3 (d)" shall be modified to read "Section 3 (c)".
4. ENTIRE AGREEMENT; MODIFICATION
Except as expressly amended hereby, the Employment Agreement
shall remain in full force and effect as originally drafted and as previously
amended. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof. No modification of this Agreement shall
be valid unless it is made in writing and signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
INTERLIANT, INC.,
Employer
By: /s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx, Chief Executive
Officer and President
Employee:
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx
2
