EXH-10
EXHIBIT 10.2
Amendment to Employment Agreement (the "Amendment"), effective as of May
14, 2001 (the "Effective Date"), between eB2B Commerce, Inc., a New Jersey
corporation with principal offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the
"Company") and Xxxx Xxxxxxxx, residing at 000 Xxxx 00xx Xxxxxx, Xxx 00X, Xxx
Xxxx , XX 00000 ( "Employee"). The Company and Employee may be referred to
herein collectively as the "Parties" or individually as a "Party."
WHEREAS, the Company and Employee are parties to an Employment Agreement
(the "Agreement"), dated effective as of July 1, 2001; and
WHEREAS, the Company and Employee now desire to amend certain of the terms
set forth in the Agreement, and to memorialize such amended terms in this
Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, the Parties do hereby agree as follows:
1 Amendment to Section 3.1. Section 3.1 of the Agreement is hereby amended by
deleting the phrase "$225,000 per year" and inserting the phrase "$125,000
per year."
2 Amendment to Section 4.1. Section 4.1 is hereby amended by deleting the
last sentence and replacing it with the following sentence: "Employee shall
be entitled to the vacation ("paid time off" as defined in the Company's
Employee Handbook) during each year of this Agreement in accordance with
the standard policies and procedures for similarly situated employees of
the Company."
3 Amendment to Section 4.2. Section 4.2 of the Agreement is hereby deleted in
its entirety, and shall be of no further for or effect.
4 Amendment to Section 4.3. Section 4.3 of the Agreement is hereby deleted in
its entirety, and shall be of no further force or effect.
5 Amendment to Section 6.2. Section 6.2 of the Agreement is hereby deleted in
its entirety, and the following is inserted in its place and stead:
Resignation of Employee for Good Reason. The Parties agree that
Employee has the right to voluntarily terminate his employment with
the Company for "Good Reason" upon providing twenty (20) days prior
written notice to the Company. For purposes of this Agreement, "Good
Reason" shall mean the occurrence of any of the following events or
conditions:
a change in Employee's status, titles, positions or responsibilities
which represents an adverse change from his status, titles, positions
or responsibilities as in effect immediately prior thereto and which
causes Employee embarrassment or creates the appearance of being
demeaned by the Company; the assignment to Employee of any duties or
responsibilities which are inconsistent with his status, titles or
positions and which causes Employee embarrassment or creates the
appearance of being demeaned by the Company; or any removal of
Employee from or
failure to reappoint or reelect him to any of such offices or
positions, except in connection with the termination of his employment
for "Disability" (as defined below), for "Cause" (as defined below),
as a result of his death, or by Employee other than for Good Reason;
a reduction in the Base Salary (which is not associated with an
overall plan for decreasing salaries and/or operating expenses of the
Company); or
the relocation of the offices of the Company at which Employee is
principally employed to a location more than fifty (50) miles from the
location of such offices immediately prior to the relocation, except
for required travel on business of the Company to an extent
substantially consistent with Employee's customary business travel
obligation and duties.
6 Amendment to Section 6.3. Section 6.3 is hereby deleted in its entirety,
and the following is inserted in its place and stead:
Termination by the Company for Convenience. The Parties agree that the
Company has the right to terminate Employee's' employment for
convenience during the term of this Agreement upon notice to Employee.
The date of termination will be the date specified in a notice from
the Company. Employee will cease to have any power of his office as of
such date. In addition, the failure of the Company to extend the Term
of this Agreement for a Succeeding Employment Term (or a termination
by the Company which has the effect of terminating this Agreement
without a Succeeding Employment Term) shall be deemed a termination of
Employee's employment by the Company for convenience.
7 Amendment to Section 6.7.1. Section 6.7 is hereby amended by adding the
following sentence as the final sentence of the section: "In addition, any
options granted to Employee subsequent to the date of the Agreement which
have vested at the time of a termination of Employee's employment pursuant
to Sections 6.2, 6.3 or 6.5 of the Agreement shall remain exercisable until
the earlier of two years from the date of termination or 10 years from the
date of grant of the Options.
7 Amendment to Section 6.8. Section 6.8 is hereby amended by deleting the
second sentence and replacing it with the following:
In addition, if Employee's employment with the Company terminates
pursuant to Sections 6.2 or 6.3 hereof the Company will (i) pay, in
six (6) equal monthly installments, to Employee an amount equal to
fifty (50%) percent of his Base Salary at the rate then in effect,
(ii) for a period of six (6) months pay the rent associated with
Employee's residence at 000 Xxxx 00xx Xxxxxx, Xxx. 00X, Xxx Xxxx, XX,
and (iii) continue to provide Employee and his beneficiaries for nine
(9) months following such termination, health and welfare benefits
substantially similar in the aggregate to those provided to the other
senior executives of the Company; provided, however, that the
Company's obligation with respect to the foregoing benefits shall be
reduced to the extent Employee or his beneficiaries obtains any such
benefits pursuant to a subsequent employer's benefit plans.
8 Amendment to Section 17.1. Section 17.1 of the Agreement is hereby deleted,
and the following in inserted in its place and stead:
Notices. Any and all notices, demands, requests or other communication
required or permitted by this Agreement or by law to be served on,
given to, or delivered to any Party hereto by any other Party to this
Agreement shall be provided in writing or orally. If notice is
provided in writing, it shall be deemed duly served, given, or
delivered when personally delivered to the Party to be notified, or in
lieu of such personal delivery, when deposited in the United States
mail, registered or certified mail, return receipt requested, or when
confirmed as received if delivered by overnight courier, addressed to
the to the Party to be notified, at the address of the Company at its
principal office, as first set forth above, or to Employee at the
address as first set forth above. If notice is provided orally, it
shall be deemed duly served, given, or delivered when personally
stated to the Party to be notified, and shall be confirmed in writing
within 30 days of such notice. Such written confirmation shall be
delivered in a manner consistent with the provisions of the second
sentence of this provision. The Company or Employee may change the
address in the manner required by law for purposes of this paragraph
by giving written notice of the change, in the manner required by the
second sentence of this provision, to the respective Parties.
9 Amendment to Section 17.4. Section 17.4 is hereby deleted in its entirety,
and the following is inserted in its place and stead:
Attorney's Fees. In the event of any litigation or arbitration that
occurs between the Parties, each Party shall be responsible for their
own attorney's fees and costs associated with such litigation or
arbitration.
10 Agreement to Enter into Restated Agreement. The Parties agree to enter into
a restated employment agreement containing the provisions of the Agreement
as modified by this Amendment within 30 days of the date of this Amendment.
11 No Further Revisions; Agreement Remains in Full Force and Effect. Except
for the revisions to the Agreement set forth above, the Agreement remains
unchanged, and in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year set forth below.
eB2B COMMERCE, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Date: May 15, 2001 Date: May 15, 2001
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