GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
0000 XXXXXX XXX XXXXXX
XXXXXXXXXXXX, XXXXXXXXXXXX 00000
As of September 30, 1998
Xx. Xxxxx Xxxxx
0000 X.X. 00xx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Re: Employment Agreement
Dear Xxxxx:
This letter, effective upon your execution and its return, shall set
forth our complete agreement in connection with the modification (the
"Amendment") to the Employment Agreement between you and Global
Telecommunication Solutions, Inc. (the "Company"), dated as of February 29,
1996, as amended by agreement dated November 10, 1997 (the "Employment
Agreement") and to the other matters set forth herein. This letter agreement,
when countersigned by you, amends the Employment Agreement.
1. Section 1 of the Employment Agreement is hereby deleted. Executive
acknowledges and agrees that effective September 30, 1998, Executive
shall no longer serve as Executive Vice President of Business Affairs
and General Counsel of the Company. Executive agrees to use his best
efforts to ensure an orderly transition and to provide the Company with
assistance in those projects that Executive is managing as of September
30, 1998.
2. Section 2.1 of the Employment Agreement is amended to read as follows:
"As of October 1, 1998, the Company shall pay to Executive a base
salary ("Salary") of $87,500 per annum through the Employment Term (as
such term is defined in Section 3.1 below). Executive's salary shall be
paid in equal, periodic installments in accordance with the Company's
normal payroll procedures and shall be subject to withholding taxes and
other normal payroll deductions."
3. Executive and the Company acknowledge and agree that all Options
granted to date shall remain exercisable until December 31, 2001.
4. Section 2.4 of the Employment Agreement shall be amended to read as
follows: "Executive shall be entitled to continue to receive such
health insurance and other benefits and perquisites no less favorable
than such as are afforded to any other senior executive of the Company
through the Employment Term; provided, however, in the event Executive
becomes employed after the date of this Amendment and, as a result of
such employment, Executive is eligible to participate in his new
employer's group health insurance plan, the Company's obligation to
provide health insurance hereunder shall terminate as of the date
Xx. Xxxxx Xxxxx
As of September 30, 1998
Page 2
Executive is so eligible."
5. Section 2.7 has been added to the Employment Agreement to read as
follows: "The Company shall reimburse Executive $4,500 for typical
moving expenses within 30 days of the date of the Agreement."
6. Section 3.4 of the Employment Agreement is hereby deleted.
7. Section 3.5 of the Employment Agreement is hereby deleted.
8. Before, during and after the Employment Term, you shall assist the
Company as necessary in its defense or prosecution of litigation
currently existing or commenced in the future arising out of matters
transacted while you were employed by the Company and you shall,
subject to your employment or business obligations, make yourself
reasonably available for information requests and consultation
regarding business affairs and transactions of the Company occurring
or commenced during your employment by the Company. No additional
compensation shall be payable to you for any such assistance,
information or consultation; provided, however, the Company shall pay
any reasonable out of pocket costs to be incurred by you in fulfilling
your obligations under this Paragraph 8.
9. In the event of a Change in Control, Executive shall be entitled to
receive all payments set forth in Section 2.1, as amended herein, of
the Employment Agreement, in a single lump sum payment within seven (7)
days of such Change in Control.
10. In the event the Company raises a significant amount of capital in
connection with the sale of its securities or the assumption of debt,
then the Company, at the Chairman's reasonable discretion, may choose
to pay all payments set forth in Section 2.1, as amended herein, in a
single lump sum payment within 30 days after the closing of such
transaction.
In executing this letter, you affirm that (i) you are competent and
that you understand and accept the nature, terms and scope of this
letter and the agreements contained herein, (ii) this letter
constitutes your valid, binding and enforceable obligation,
enforceable in accordance with its terms, (iii) this letter states the
entire agreement between you and the Company and that any other
agreements which may have existed between you and the Company (except
the Employment Agreement, as amended and as modified herein) are
superseded by this letter and are no longer effective, (iv) you
acknowledge that by signing your name below you have read, understand
and accept each of the terms of this letter, and that you have had
sufficient opportunity to review it, to consult with an attorney or
other advisor, and that you are entering into it freely and knowingly.
Xx. Xxxxx Xxxxx
As of September 30, 1998
Page 3
If this letter accurately sets forth our understanding and agreement
with respect to amending the Employment Agreement and other matters set forth
herein, please indicate by signing in the space provided below and returning
this letter agreement to me.
Very truly yours,
Global Telecommunication Solutions, Inc.
/s/ Xxxxx Xxxxxxx
By:______________________________
Xxxxx Xxxxxxx
President
Accepted and agreed to this 30th day of September, 1998:
/s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
