AMENDMENT
TO EMPLOYMENT AGREEMENT
OF JORDAN X. XXXXXX
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
entered into as of the 20th day of April, 1999 by and between U.S. REALTEL,
INC., an .Illinois corporation and successor to AGILE, L.L.C., an Illinois
limited liability company (the "Company") and JORDAN X. XXXXXX ("Employee").
RECITALS:
A. The Company and Employee previously entered into an Employment
Agreement (the "Agreement") dated January 15, 1997.
B. The Company is the successor in interest to the business,
assets and obligations of Agile, L.L.C., including the benefits accruing to
and obligations of Agile, L.L.C.
C. The parties hereto desire to amend the Agreement as herein
provided and agree that this Amendment shall supercede any conflicting
provisions in the Agreement.
D. All terms used in this Amendment not otherwise defined shall
have the meanings ascribed to them in the Agreement.
E. The terms of this Amendment shall be retroactive to April 1,
1999.
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Employee agree as follows:
1. Section 1.1 of the Agreement is hereby amended and restated in
its entirety as follows:
1.1 TERM OF EMPLOYMENT. Subject to the provisions for earlier
termination as hereinafter provided, the initial term of the Agreement
shall be deemed to be for fifty-one (51) months beginning on January
1, 1997 and ending on Xxxxx 00, 0000 (xxx "Xxxxxxx Xxxx"); provided,
however, that this Agreement shall automatically renew on a three-year
rolling basis. Therefore, beginning on April 1, 2000, and for each
year thereafter, the term shall automatically be extended for
consecutive one (1) year periods (each such additional extension
period shall be referred to collectively herein as the "Renewal
Term"). The foregoing notwithstanding, the Board of Directors shall
have the right upon written notice delivered to Employee not later
than February 1 of any year, to terminate this Agreement as of April 1
of such year, in which event, such termination shall be considered a
"discharge without cause" and shall be subject to the provisions of
Section 3.2 (b) hereof.
2. Section 2.1 of the Agreement is hereby amended and restated in
its entirety as follows:
2.1 EMPLOYEE COMPENSATION. As full consideration for the services
to be rendered pursuant to this Agreement, and provided employee
maintains and performs all obligations hereunder, beginning on April
1, 1999, the Company shall pay to Employee
an annual salary of $200,000.00 ("Base Salary") for each calendar
year during the Initial and Renewal Terms.
3. Section 2.5, entitled "Bonuses" is hereby added to the
Agreement and provides as follows:
2.5 BONUSES. Employee shall be entitled to the following bonuses,
subject to any conditions precedent specified therein.
a. $25,000.00 bonus, payable on April 1, 1999; and
b. $50,000.00 bonus, payable upon the occurrence of two
out of the following three events:
1) A public equity offering is made,
2) Debt or equity financing is closed on terms
acceptable to the Board, or
3) The Apex acquisition is closed.
This bonus shall be paid to Employee within 60 days of the
date the second event occurs.
4. Section 3.2(b) of the Agreement is hereby amended and restated in
its entirety as follows:
(b) DISCHARGE WITHOUT CAUSE. In the event this Agreement is
terminated by the Company other than for Cause in accordance
with Section 3.1(c), the Company shall pay Employee the
present value of his total compensation, including without
limitation, Base Salary, any bonus (based on the last bonus
paid, earned, or accrued) and the value of any benefits then
received or entitled to be received by Employee for the
balance of the Initial Term together with any Renewal Term in
place pursuant to the three year rolling basis referred to in
Section 1.1 above, discounted at the per annum rate equal to
the prime or base rate published in THE WALL STREET JOURNAL on
the date of Notice of Termination plus two percent (2%).
Payment shall be made on the Date of Termination and with such
deductions as are in accordance with the Company's regular
payroll practices in effect from time to time while such
payments are required to be made.
IN WITNESS WHEREOF, Employee and Company's authorized representative
have executed this Amendment on the date above written.
EMPLOYEE: COMPANY:
U.S. REALTEL, INC.
/s/ Jordan X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Jordan X. Xxxxxx Xxxx X. Xxxxxxx
Chairman of the Finance Committee
2
