EXHIBIT 10.6
AMENDMENT NO. 1
TO EMPLOYMENT LETTER
This Amendment No. 1 to the Employment Letter dated January 15, 1999 (the
"Agreement") between ePresence, Inc. (formerly Banyan Systems Incorporated), a
Massachusetts corporation (the "Company"), and Xxxxx X. Xxxx (the "Employee"),
is effective as of the 26th day of July 2001. Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Agreement.
1. The parties hereto agree that the Agreement is hereby amended as follows:
A new Section regarding Loans shall hereby be inserted in Section H -
"Other" - immediately above the definition Section:
"Loans. (a) As of the date of this Amendment, the principal amount
of any outstanding loans to the from the Company made for the
purpose of satisfying the Executive's federal, state and local
income tax obligations with respect to the issuance or vesting of
restricted shares plus accrued interest, shall be consolidated into
one loan (the "Consolidated Loan"). The Consolidated Loan, and any
future loans to the Executive by the Company for the foregoing
stated purpose ("Future Loan"), shall bear simple interest at the
applicable Federal rate and shall be due and payable 90 days after
the termination of the Executive's employment with the Company
subject to the forgiveness and Change in Control provisions set
forth below in subsections 3.3(b) and 3.3(c), respectively.
(b) Subject to the Executive being employed by the Company on an
annual applicable anniversary date, beginning with (i) July 26, 2002
with respect to the Consolidated Loan; and (ii) the date 12 months
from the making of any Future Loan, if any, 20% of the Consolidated
Loan and 20% of any Future Loan, as the case may be, plus accrued
interest on each such loan as of such date shall be forgiven.
(c) If the Change in Control Date occurs during the Term, the
aggregate outstanding principal amount of the Consolidated Loan and
any Future Loan plus accrued interest on each such loan as of the
Change in Control Date shall be forgiven.
(d) That with respect to any amounts forgiven on an anniversary date
pursuant to subsection (b) above or as a result of a change in
control pursuant to subsection (c) above, as the case may be, a
gross-up amount to satisfy applicable federal, state and local
income taxes on such debt forgiveness income to the Executive shall
be included."
2. To the extent any provision of this Amendment is inconsistent with any
provision of the Agreement, such provision of the Agreement is hereby modified
and superseded by the terms hereof. Any term of the Agreement not so modified or
superseded shall remain in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be deemed
to be an original but both of which shall constitute one and the same
instrument.
EXECUTED as of the date first set forth above.
COMPANY:
ePRESENCE, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chief Executive
EXECUTIVE:
/s/ Xxxxx X. Silk
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Xxxxx X. Xxxx
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