Exhibit 10.7
[LOGO]
April 27, 1999
Xxxxxxx X. Xxxxxx III
Advanced Communications Group, Inc.
000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
You are currently employed by Advanced Communications Group, Inc.
("Company") under the terms of an Amended and Restated Employment Agreement
by and between the Company and Xxxxxxx X. Xxxxxx XXX ("you" or "your") dated
December 12, 1997 (the "Agreement"). The Company is currently involved in a
restructuring which involve negotiations with YPTel Corporation. As a result,
the Company and you have discussed your resignation as an officer and
director of the Company and have reached an agreement that you resign your
employment with the Company, including your position as a director of the
Company, subject to the terms of the Agreement and the following additional
terms and conditions:
1. The term of your employment shall terminate on the later of
(i) June 30, 1999, or (ii) the signing of a definitive agreement
with YPTel Corporation and the closing of interim financing (in
either the case the "Term"), and you shall remain employed by the
Company and fulfill the obligations of your employment until the end
of the Term.
2. All Signing Bonus and Performance Options (as defined in the
Agreement) ("Options") shall vest upon termination of your
employment with the Company.
3. Upon execution of this Letter Agreement, you shall be issued 20,000
shares of common stock of the Company (the "Restricted Shares"). If
you do not (i) remain employed by the Company and fulfill the
obligations of your employment until the end of the Term, or (ii)
execute a release as provided in Paragraph No. 5 below, you shall
forfeit the Restricted Shares to the Company. The Restricted Shares
shall not be resold, exchanged or transferred by you for a period of
ninety days following the termination of your employment.
4. If you (i) remain employed by the Company and fulfill the
obligations of your employment until the end of the Term, and (ii)
execute a release as provided in Paragraph No. 5 below, then:
ATTACHMENT C
a. The exercise period for the Options ("Exercise Period") shall
extend to the date one year following the effective date of
your termination of employment with the Company and no shares
purchased under the Options may be sold, exchanged or
transferred by you during the ninety day period immediately
following the date of your termination.
b. The Company will continue to pay your Base Salary (as defined
in the Agreement) for a period of two years from the date of
the termination of your employment; and
c. You shall be entitled to a performance bonus for the calendar
year 1999, as approved by the Board of Directors of the
Company, on a pro-rata basis based upon the effective date of
your termination of employment with Company.
5. Effective upon the termination of your employment, the Company and
you shall execute a mutual release and settlement agreement
releasing each party from any and all claims by each party against
the other.
If you agree to terms provided above pertaining to the termination of
your employment with the Company, please acknowledge your agreement by
signing and returning this letter to the Company.
________________________________
Xxxxxxx X. X'Xxxx, Chairman and
Chief Executive Officer
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxxx X. Xxxxxx XXX
---------------------------------
Xxxxxxx X. Xxxxxx XXX
Director, Executive Vice President-Finance & Administration,
Chief Financial Officer, Secretary and Treasurer
Date: 4/27/99
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