Exhibit 10.22.3
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Amendment No. 3 dated as of April 28, 2000 (the "Amendment") to the
Employment, Non-Competition and Proprietary Rights Agreement, as amended, and
any exhibits thereto (the "Agreement") by and between Universal Access, Inc., a
Delaware corporation (the "Company") and Xxxxxx X. Xxxxxx, Xx. (the "Employee").
Any capitalized terms not defined herein shall have the meanings assigned to
those terms in the Agreement.
RECITALS
A. Company and Employee entered into the Agreement on September 15,
1998 and amended the Agreement by letter agreement dated February 8, 1999 and by
Amendment No. 2 dated February 1, 2000.
B. Company and Employee desire to amend the Agreement to reflect
certain changes agreed to by the Company and the Employee.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as
follows:
1. All references in the Agreement to "Chief Operating Officer, Chief
Technical Officer and Secretary" shall be deleted and replaced by references to
"Chief Technical Officer".
2. MISCELLANEOUS. Upon the execution and delivery of this Amendment,
the Agreement shall be amended and supplemented as set forth herein, as fully
and with the same effect as if the amendments and supplements made hereby were
set forth in the Agreement as of the date hereof. This Amendment and the
Agreement shall henceforth be read, taken and construed as one and the same
instrument, but this Amendment shall not operate so as to render invalid or
improper any action previously taken under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of April 28, 2000.
COMPANY: UNIVERSAL ACCESS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
EMPLOYEE: By: /s/ Xxxxxx X. Xxxxxx, Xx.
