ADDENDUM AND MODIFICATION TO EMPLOYMENT AGREEMENT
This ADDENDUM AND MODIFICATION TO EMPLOYMENT AGREEMENT ("Agreement") is
made and entered into this ____ day of May, 1999, by and between The Network
Connection, Inc. ("TNCI") and Xxxxx X. Xxxxx ("Employee").
WHEREAS, the parties entered into an Employment Agreement on or about
October 31, 1998 (the "Employment Agreement"); and
WHEREAS, TNCI and Interactive Flight Technologies, Inc. ("IFT") entered
into an Asset Purchase and Sale Agreement, dated April 29, 1999 (the "Asset
Purchase Agreement"), and contemplate that IFT shall sell certain assets and
business interests to TNCI in exchange for
shares of TNCI's common stock (the "Transaction"); and
WHEREAS, the Transaction is anticipated to benefit TNCI and its
employees, including Employee; and
WHEREAS, TNCI and Employee desire to modify their respective rights and
obligations under the Employment Contract to allow the Transaction to occur for
their mutual benefit;
NOW THEREFORE in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties to this Agreement
hereby agree as follows:
1. Provided that the Transaction closes on or before May 28, 1999, this
Agreement supersedes any inconsistent terms of the Employment Agreement, but all
other terms of the Employment Agreement shall remain in full force and effect.
In the event the Transaction fails to close on or before May 28, 1999, this
Agreement shall be without effect.
2. Employee waives and relinquishes any and all rights pursuant to
Section 7 of the Employment Agreement ("Severance").
3. TNCI shall employ Employee, and Employee agrees to remain employed
with TNCI, according to the terms set forth herein. Employee shall be employed
as Vice President of Engineering and Programs, with assignments to be determined
from time to time by the TNCI board of directors and officers. The terms of such
employment shall be from the date the Transaction actually closes until October
31, 2001. During this term, Employee may be terminated for "cause" or for no
"cause." For purposes of this Agreement, "cause" shall be deemed to mean TNCI's
reasonable belief that any of the following has occurred:
i. the recurring or continued failure of Employee to perform
material duties assigned to Employee after a written demand by
TNCI identifying the manner in which it believes Employee has not
performed his duties and Employee's subsequent failure to cure
the identified problem within a reasonable time; or
ii. the Employee's commission of fraud or dishonesty, or willful
conduct that (actually or potentially) significantly impairs the
reputation of, or xxxxx, TNCI, its subsidiaries or affiliates; or
iii. Willful or reckless violation of TNCI's work rules, policies or
regulations.
4. After the initial two (2) year term of this Agreement, Employee's
employment shall terminate unless the parties otherwise agree in writing.
5. In the event Employee is terminated during the term of this Agreement by
TNCI for "no cause," Employee shall be entitled to receive a gross severance
benefit equal to the lesser of (a) one (1) year's base salary, or (b) Employee's
base salary for the remaining term of this Agreement. Any severance benefit paid
pursuant to this paragraph shall be payable (subject to payroll deductions) 50%
at the time of termination and the remaining 50% in six monthly installments. In
addition, as part of the severance, in the event Employee elects health care
benefits continuation under COBRA, TNCI shall pay or reimburse the cost of
Employee's premiums until Employee obtains alternative health care coverage, up
to a maximum of twelve (12) months. No severance pay shall be due in the event
Employee is terminated "for cause" at any time, or resigns or otherwise
initiates termination for any reason.
6. In view of the move of corporate headquarters to Arizona and the parties
interests in uniform interpretation of its rights and obligations, this
Agreement and the Employment Agreement shall be interpreted according to the
laws of the State of Arizona as governs transactions occurring wholly within the
State of Arizona between Arizona residents. Any dispute related to this
Agreement or the Employment Agreement, including any arbitration initiated
pursuant to paragraph 12 of the Employment Agreement shall be venued in Maricopa
County, Arizona.
7. This writing constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and shall not be altered or amended
except in a writing signed by the parties whose rights or obligations are
affected by such amendment or alteration.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as
of the day and year first written above.
THE NETWORK CONNECTION, INC.
May 14, 1999 By: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------------------
Dated Xxxxx X. Xxxxx
------------------------------- By: /s/ Xxxxxx X. Xxxxx
Dated -------------------------------------
The Network Connection, Inc.
