Exhibit 10.23
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment dated May 25, 2005 hereby amends the Employment Agreement
dated August 3, 2004, by and between SpeechSwitch, Inc., f/k/a iVoice Technology
3, Inc., a New Jersey corporation (hereinafter referred to as the "Company"),
having an office at 000 Xxxxxxx 00, Xxxxxxx, Xxx Xxxxxx 00000 and Xxxxxx
Xxxxxxx, having his office at 000 Xx. 00, Xxxxxxx, XX 00000 (hereinafter
referred to as the "Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement; and
1. NOW, THEREFORE, in consideration of the premises, the parties agree as
follows: The last sentence of Section 6 shall be deleted in its entirety and
replaced to read:
"Any other provision in this paragraph to the contrary notwithstanding,
the Executive shall not be deemed to have been terminated for Termination
for Cause unless and until the Board duly adopts a resolution by the
affirmative vote of no less than three-quarters (3/4) of the disinterested
members of the Board, excluding the Executive, at a meeting of the Board
called and held for such purpose (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, the Executive was guilty of conduct described in
subparagraphs (i), (ii) or (iv) of this paragraph and specifying the
particulars thereof in detail and a certified copy of such resolution is
delivered to the Executive."
2. All other terms of the Employment Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date written below.
SpeechSwitch, Inc. Xxxxxx Xxxxxxx
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxx Xxxxxxx
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Title: President
Date:__________________ Date:__________________
