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EXHIBIT 10.6
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
BETWEEN
XXXXX X. XXXXXXXX
AND
eVENTURES GROUP, INC.
This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into as of September 25, 2000, by and between
eVentures Group, Inc., a Delaware corporation (the "Company") and Xxxxx (Xxxxx)
X. Xxxxxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of April 17, 2000 (the "Employment Agreement") and
a Nonqualified Stock Option Agreement dated as of April 17, 2000 (the "Option
Agreement");
WHEREAS, the Company and the Executive entered into an
Amendment to Nonqualified Stock Option Agreement (the "Stock Option Amendment")
dated as of October 6, 2000 (the "Stock Option Amendment Execution Date") and
effective as of September 7, 2000, which amends the Option Agreement subject to
approval by the Option Sub-Committee of the Board of Directors of the Company;
WHEREAS, the Company is undergoing an internal corporate
reorganization (the "Reorganization") that will consolidate the operations of
the Axistel Communications, Inc., e.Volve Technology Group, Inc. and Internet
Global Services, Inc. into one operating company subsidiary ("Opco") of the
Company;
WHEREAS, the Company and the Executive desire to modify and
clarify the Employee's position and duties within the Company and Opco;
WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
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1. Amendment to Section 2. Effective as of September 7, 2000
and upon notice by the Company to the Executive of the consummation of the
Reorganization (but subject to paragraph 5 hereof):
(a) the Executive will no longer serve as Senior Vice
President of Accounting and Administration of the Company and will instead serve
as Senior Vice President of Accounting of the Company and Opco;
(b) the first sentence of Section 2(a) of the Employment
Agreement is hereby deleted and replaced with the following:
"Executive shall serve as Senior Vice President of Accounting
of the Company and Opco, reporting directly to the Executive
Vice President and Chief Financial Officer of the Company (the
"EXECUTIVE VICE PRESIDENT")."
; and
(c) Section 2(b) of the Employment Agreement is hereby deleted
and replaced in its entirety with the following:
"Executive shall be responsible for the accounting, financial
and tax reporting, budgeting and planning of the Company and
Opco and shall have such other duties and authority,
consistent with her position, as shall be assigned to her from
time to time by the Executive Vice President or the Board of
Directors of the Company."
2. Amendment to Exhibit A to the Employment Agreement.
Effective as of September 7, 2000 and upon notice by the Company to the
Executive of the consummation of the Reorganization (but subject to paragraph 5
hereof):
3. the words "Senior Vice President - Accounting and
Administration" in Section (c)(i)(a) of Exhibit A to the Employment Agreement
are hereby deleted and replaced with "Senior Vice President of Accounting"; and
(a) the words "Senior Vice President - Accounting and
Administration" in Section (c)(i)(b) of Exhibit A to the Employment Agreement
are hereby deleted and replaced with "Senior Vice President of Accounting".
4. No Other Amendments. Except as expressly modified by this
Amendment, all terms and provisions of the Employment Agreement shall remain in
full force and effect.
5. Effectiveness. Notwithstanding the due execution of this
Amendment or any provision contained herein to the contrary, this Amendment is
subject to the condition subsequent that the Stock Option Amendment be approved
by the Option Sub-Committee within 60 days of the Stock Option Amendment
Execution Date. Upon the failure of the Option Sub-Committee of the Board of
Directors of the Company to
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approve the Stock Option Amendment within 60 days of the Stock Option Amendment
Execution Date, this Amendment shall null and void in all respects. In such
event, Employee will have seven (7) business days to provide the Company with
notice of any rights Employee claims under her Employment Agreement.
6. Assignment. This Amendment shall not be assignable by
Executive. This Amendment shall be assignable by the Company only to an entity
which is owned, directly or indirectly, in whole or part by the Company or by
any successor to the Company or an acquirer of all or substantially all of the
assets of the Company or all or substantially all of the assets of a group of
subsidiaries and divisions of the Company, provided such entity or acquiror
promptly assumes all of the obligations hereunder of the Company in a writing
delivered to Executive and otherwise complies with the provisions hereof with
regard to such assumption. Upon such assignment, all references to the Company
herein shall be to such assignee.
7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas without reference to
principles of conflict of laws.
8. Miscellaneous. The provisions of this Amendment shall
survive the termination of the Executive's employment with the Company. This
Amendment, together with the Employment Agreement, the Option Agreement and the
Stock Option Amendment, contain the entire agreement of the parties relating to
the subject matter hereof. This Amendment, together with the Employment
Agreement, supersede any prior written or oral agreements or understandings
between the parties relating to the subject matter hereof. No modification or
amendment of this Amendment shall be valid unless in writing and signed by or on
behalf of the parties hereto. A waiver of the breach of any term or condition of
this Amendment shall not be deemed to constitute a waiver of any subsequent
breach of the same or any other term or condition. This Amendment is intended to
be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any provision of this
Amendment, or the application thereof to any person or circumstance, shall, for
any reason and to any extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining provisions hereof and the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law. The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof.
9. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.
eVENTURES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President and General Counsel
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx (Xxxxx) X. Xxxxxxxx
