Amendment No. 1 dated November 12, 2003
To
Employment Agreement dated November 12, 2002
Amendment No. 1 (this "Amendment") dated November 12, 2003 to
Employment Agreement (the "Agreement") dated November 12, 2002 between EasyLink
Services Corporation ("EasyLink") and Xxxxxx Xxxxxx (the "Executive").
WHEREAS, the Company and the Executive desire to amend the Agreement on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements herein set forth, the Company and the Executive hereby
agree as follows:
1. Capitalized terms used herein that are not defined herein shall have
the respective meanings ascribed to such terms in the Agreement.
2. The parties hereto hereby agree as that the Agreement is amended as
follows:
a. Section 4(d) of the Agreement is hereby amended to read in its
entirety as follows:
"(d)Termination Without Cause. If the Company terminates the
Executive's employment without Cause, the Executive will be
entitled to receive continuation of his base salary plus his
target bonus for the year in which the termination has
occurred (assuming performance at the 100% level for all
applicable measures) and participation in the Company's
standard health insurance and 401(k) plans for 12 months after
the date of termination. Thereafter, except for the
obligations under Section 4(g) and (h), the Company shall have
no further obligation to the Executive under this Agreement."
b. The last two sentences of Section 4(f) of the Agreement are
hereby amended to read in their entirety as follows:
"In the event of a resignation for Good Reason, the Executive
will be entitled to receive continuation of his base salary
plus his target bonus for the year in which the termination
has occurred (assuming performance at the 100% level for all
applicable measures) and participation in the Company's
standard health insurance and 401(k) plans for 12 months after
the date of termination. Thereafter, except for the
obligations under Sections 4(g) and (h), the Company shall
have no further obligation to the Executive under this
Agreement."
c. Section "4(i)" is re-lettered to be Section "4(h)".
d. Section 8(b) is hereby amended to read in its entirety as
follows:
"(b)Notice. All notices of termination and other
communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when
delivered by hand or mailed by United States registered mail,
return receipt requested, addressed as follows:
If to the Company:
EasyLink Services Corporation
00 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Compensation Committee
If to the Executive:
Xxxxxx Xxxxxx
EasyLink Services Corporation
00 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
or to such other address as either party may designate by
notice to the other, which notice shall be deemed to have been
given upon receipt."
3. Except as amended hereby, all of the provisions of the Agreement
shall remain in full force and effect.
4. The provisions of Section 8 of theAgreement shall apply, mutatis
mutandis, to this Amendment.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first written above.
EXECUTIVE EASYLINK SERVICES CORPORATION
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
--------------------------- ---------------------------------------
Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer and
President
2
