Exhibit 10.7
AMENDMENT
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This Amendment (the "Amendment") is dated as of the 19th day of June, 2001 and
amends the Employment Agreement (the "Employment Agreement"), dated as of March
27, 2000 by and between XxxXxxxx.xxx, Inc. (the "Company") and Xxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx").
WHEREAS, the Company and Rothschild seek to amend the terms of the Employment
Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Section 1 of the Employment Agreement ("Employment Term") shall be deleted
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in its entirety and replaced with the following:
"1. Employment Term. The term of this Agreement ("Employment Period") shall
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commence on March 27, 2000 ("Commencement Date") and shall expire on March
27, 2002 ("Expiration Date"), subject to the provisions of Section 5;
provided, however, the Expiration Date shall be automatically extended for
an additional year on each anniversary of the Commencement Date (each, an
"Extension Date") unless by the 1st day in March immediately preceding an
Extension Date Rothschild or the Company delivers written notice to the
other of their intent to not renew the Employment Agreement."
2. Section 2 of the Employment Agreement ("Duties of Executive") shall be
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deleted in its entirety and replaced with the following:
"2. Duties of Executive. Rothschild shall serve as Chairman of the Company
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and shall be required to perform such duties as may from time to time be
required by the Board of Directors of the Company. Employment shall be on a
full time basis except that Rothschild may act as a consultant to Ambergen,
Inc and may also pursue activities relating to the "Exnet" patents, which
patents have been previously disclosed to the Board. Rothschild hereby
agrees that, during the term of his employment hereunder, he shall devote
such time as is reasonably necessary to perform his duties pursuant to the
terms of this Agreement. The Company agrees to indemnify Rothschild as an
officer or director of the Company to the fullest extent permitted by law."
3. Section 3 of the Employment Agreement ("Compensation") is hereby amended to
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add a new subsection (f) which shall read as follows:
"3(f). Payment by Restricted Stock. As of April 9, 2001, $50,000 of Mr.
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Rothschild's compensation for the 12 month period beginning April 9, 2001
shall be payable in restricted stock which shall be issued on April 9, 2001
in accordance with the terms of the Restricted Stock Agreement, by and
between the Company and Rothschild, dated as of April 9, 2001."
4. Section 5(d) of the Employment Agreement ("Change in Control") is hereby
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deleted in its entirety and replaced with the following:
"5(d). Change in Control. This Agreement incorporates by reference the
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terms of that certain Change in Control Agreement, dated as of May 9, 2001
by and between the Company and Rothschild."
5. Except as specifically amended hereby, the Agreement is and remains
unmodified and in full force and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company and Rothschild have caused this Agreement to be
executed on the date first stated above.
XXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXXXXXX
Name: Xxxxxxx X. Xxxx
Title: EVP & COO
