GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
November 10, 1997
Xx. Xxxxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
This letter sets forth certain amendments to the employment agreement dated
as of November 2, 1994 ("Employment Agreement") between you and Global
Telecommunication Solutions, Inc. ("Company"). Upon your review and acceptance
of the terms set forth herein, and in consideration of your extension of your
employment term, the Employment Agreement shall be immediately deemed amended as
follows:
1. Section 2.1 of the Employment Agreement is hereby amended to provide
that, as of January 1, 1998, your Salary (as defined in the Employment
Agreement) shall be increased from $75,000 per annum to $150,000 per annum.
2. Section 3 is amended as follows to read in its entirety, as follows:
"3. Term and Termination.
3.1 The term of this Agreement shall continue until December 31, 2000,
unless sooner terminated as herein provided. Notwithstanding the foregoing,
the Company may terminate this Agreement without cause at any time, upon 30
days' prior written notice to Executive in which event, (a) Executive shall
continue to receive his Salary, in accordance with the Company's regular
payroll schedule, through the remainder of the Employment Term; and (b)
Executive shall be paid, within 30 days of any such termination, a cash
bonus equal to the last cash bonus paid to Executive pursuant to Section
2.2; provided, however, that in the event of any termination without cause
occurring after any Change of Control, as defined in Section 3.6 below,
Executive shall be entitled to receive all payments set forth in (a) and
(b) above, in a single lump sum payment within seven days of such
termination.
3.2 If Executive dies during the term of this Agreement, this
Agreement shall thereupon terminate, except that the Company shall pay to
the legal representative of Executive's estate the Salary due Executive
pursuant to Section 2.1 hereof through the one-year anniversary date of
Executive's death, plus, within 30 days of Executive's death, a cash bonus
equal to the last cash bonus paid to Executive pursuant to Section 2.2,
less any amount Executive's estate receives from any Company-sponsored or
Company-paid source of insurance.
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3.3 The Company, by notice to Executive, may terminate this Agreement
if Executive shall fail because of illness or incapacity to render, for six
consecutive months, services of the character contemplated by this
Agreement. Notwithstanding such termination, the Company shall pay to
Executive the Salary due Executive pursuant to Section 2.1 hereof through
the date of such notice, plus, within 30 days of such notice, a cash bonus
equal to the last cash bonus paid to Executive pursuant to Section 2.2,
less any amount Executive receives for such period from any
Company-sponsored or Company-paid for source of insurance, disability
compensation or government program.
3.4 The Company, by notice to Executive, may terminate this Agreement
for cause. As used herein, "cause" shall include but not be limited to: (a)
the refusal or failure by Executive to carry out specific directions of the
Board of Directors which are of a material nature and consistent with his
status as Chairman of the Board, or the refusal or failure by Executive to
perform a material part of Executive's duties hereunder; (b) the commission
by Executive of a material breach of any of the provisions of this
Agreement; (c) common law fraud or dishonest action by Executive in his
relations with the Company or any of its subsidiaries or affiliates, or
with any customer or business contact of the Company or any of its
subsidiaries or affiliates ("dishonest" for these purposes shall mean
Executive's knowingly or recklessly making of a material misstatement or
omission for his personal benefit); or (d) the conviction of Executive of
any crime involving an act of moral turpitude. Notwithstanding the
foregoing, no "cause" for termination shall be deemed to exist with respect
to Executive's acts described in clauses (a) or (b) above, unless the
Company shall have given written notice to Executive specifying the "cause"
with reasonable particularity and, within ten business days after such
notice, Executive shall not have cured or eliminated the problem or thing
giving rise to such "cause"; provided, however, that (i) any periodic
breach or continual breaching after notice and cure of any provision of
clauses (a) or (b) above; or (ii) a repeated breach after notice and cure
of any provision of clauses (a) or (b) above involving the same or
substantially similar actions or conduct shall be grounds for termination
for cause without any additional notice from the Company.
3.5 If, for any reason, (i) Executive terminates his employment with
the Company; (ii) the Company terminates Executive's employment under the
terms of this Agreement; or (iii) this Agreement expires without being
renewed or extended, then Executive will resign as a director of the
Company and all of its subsidiaries, effective upon the occurrence of such
termination or expiration, whichever is applicable.
3.6 A "Change of Control" shall have occurred if (i) the Company, as a
going concern, is sold or otherwise acquired or (ii) any party or group of
parties not owning more than 5% of the outstanding voting securities of the
Company as of November 10, 1997 acquires in one or more transactions
beneficial ownership of more than 35% of such securities."
3. Except as provided herein, the Employment Agreement will remain in full
force and effect.
4. In consideration of the amended terms of your employment, you are hereby
being granted simultaneously with the execution of this letter, options to
purchase 100,000 shares of the Common Stock of the Company (not under the
Company's 1994 Performance Equity Plan) pursuant
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to the terms of an option agreement to be executed by the Company and you
simultaneously herewith.
If this sets forth our understanding with respect to amending the
Employment Agreement, please so indicate by signing in the space provided below.
Very truly yours,
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
/s/ Xxxxxx Xxxxx
By:___________________________________
Xxxxxx Xxxxx, President
ACCEPTED AND AGREED TO:
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
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