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EXHIBIT 10.7.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into this 1st day of May, 2001 (the "Effective Date"), by and
between Xxxxxxx X. Xxxxxxxx, Xx., an individual resident of the State of Georgia
(the "Executive") and Netzee, Inc., a Georgia corporation (the "Company").
WITNESSETH:
WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement, dated September 1, 1999 (the "Old Agreement"); and
WHEREAS, the Company and the Executive terminated the Old Agreement and
entered into that certain Employment Agreement, dated as of March 1, 2000 (the
"Agreement"); and
WHEREAS, the Company and the Executive desire to mutually amend the
Agreement, effective as of the Effective Date, and adopt this Amendment for the
purpose of making such changes as the parties herein agree, in consideration for
the continued employment of the Executive with the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Executive and the Company,
including, without limitation, the agreements and covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 2 of the Agreement is amended in its entirety to read
as follows:
"2. Term. Unless earlier terminated as provided herein, the Executive's
employment under this Agreement shall be for a continuing term (the
"Term") of one year, commencing on March ___, 2001, the termination of
which shall be extended automatically (without further action of the
Company or the Executive) each day for an additional day so that the
amount of time remaining in the Term shall continue to be one year;
provided, however, that either party may at any time, by written notice
to the other, fix the Term to a finite term of one year, without
further automatic extension, which Term shall commence upon the date of
such notice. Every reference in this Agreement to the "Initial Term"
and the "Extended Term" shall mean the Term."
2. Notices. All notices and other communications given or made
pursuant to this Amendment shall be in writing and shall be given or made in
accordance with Section 9 of the Agreement. Either party hereto may change the
address to which notice to it, or copies thereof, shall be addressed, by giving
notice thereof to the other party hereto in conformity with the foregoing.
3. Assignment.
a. This Amendment shall be binding upon and shall inure
to the benefit of the Company and its Successors and Assigns, and the
Company shall require any Successors and Assigns to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession or assignment had taken place.
b. Neither this Amendment nor any right or interest
hereunder shall be assignable or transferable by the Executive or his
beneficiaries or legal representatives, except by will or by the laws
of descent and distribution. This Amendment shall inure to the benefit
of and be enforceable by the Executive's legal personal representative.
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4. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia
without giving effect to the conflict of laws principles thereof. Any action
brought by either party to this Amendment shall be brought and maintained in a
court of competent jurisdiction in the State of Georgia.
5. Counterparts. This Amendment may be executed in two
counterparts, each of which shall be deemed an original but all of which
together shall be deemed one and the same instrument.
6. Defined Terms. Any capitalized term used in this Amendment but
not defined herein shall have the meaning ascribed to it in the Agreement.
7. Full Force and Effect. Except as specifically modified by this
Amendment, the Agreement is hereby ratified and confirmed by the parties hereto
in all respects, and all representations, warranties, covenants and agreements
made by each party in the Agreement are deemed to be repeated in this Amendment
as if fully set forth herein.
8. Entire Agreement. The Agreement, together with this Amendment,
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements (including the Old
Agreement), understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.
NETZEE, INC.
By: /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Executive Officer
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/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
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