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EXHIBIT 10.23
October 26, 2000
Xxxxxxx X. Xxxxx
c/o 800 Travel Systems, Inc.
0000 Xxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000
Re: Employment Agreement dated as of December 1, 1999, by and
between 800 Travel Systems, Inc. and Xxxxxxx X. Xxxxx (the
"Employment Agreement")
Dear Xx. Xxxxx:
This letter will serve to amend the Employment Agreement. All
capitalized terms used without definition herein shall have the same meanings
herein as the Employment Agreement.
By executing this letter agreement at the space provided therefor
below, you agree that the Employment Agreement is hereby amended effective as of
the date hereof to provide as follows:
5. The definition of a "Change in Control of the Company" in
Section 8.e. shall be deleted in its entirety, and the following new definition
shall be inserted in lieu thereof:
"For purposes of clause iv. above, a "Change in the Control
of the Company" shall mean (A) the acquisition, directly or indirectly, after
the date hereof, by any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as in effect on the date hereof),
of voting power over voting shares of the Company that would entitle the
holder(s) thereof to cast at least 40% of the votes that all shareholders would
be entitled to cast in the election of directors of the Company, provided that
such term shall not be deemed to apply to an acquisition by one or more
institutional underwriters directly from the Company in accordance with the
conditions of a registration statement theretofore filed with and declared
effective by the United States Securities and Exchange Commission; (B) the
failure, at any time during any period of two consecutive years occurring within
the Term of this Agreement (inclusive of both Initial and Successor), of the
individuals who at the beginning of such period shall constitute the Company's
Board of Directors to constitute at least a majority of such membership, unless
the election or appointment of each director who is not a director at the
beginning of such period shall have been approved in advance by directors
representing at least 75% of the directors then in office, in which case each
such new director shall be considered to have been added at the beginning of the
period; (C) approval by the Company's shareholders of any form of merger or
consolidation other than (i) one in which the voting securities of the Company
outstanding immediately prior thereto continue to represent or are converted
into securities of the surviving entity which represent at least 50% of the
combined voting power of the Company or such entity, or (ii) one effected to
implement a recapitalization of the Company in which no person acquires more
than 50% of the combined voting power of the Company's then outstanding
securities; or (D) approval by the Company's shareholders of a plan of the
Company's complete liquidation or a sale by the Company of substantially all of
its assets."
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Except as specifically amended hereby, all terms, conditions and
provisions of the Employment Agreement shall survive execution and delivery of
this letter agreement and remain in full force and effect.
If the above comports with your understanding, please execute both
copies of this letter agreement at the space provided therefor and return one
fully executed original counterpart to the undersigned at your earliest
convenience.
Very truly yours,
800 Travel Systems, Inc.
By:
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Xxxxxx X. Xxxxxx, Chief Financial Officer
Agreed to and Accepted:
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Xxxxxxx X. Xxxxx
