Exhibit 10.58
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (this "Amendment") is
effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC., a
Delaware corporation (the "COMPANY"), and XXXXX XXXX XXXXXX ("EMPLOYEE").
RECITALS:
A. The Company (or Star Vending, Inc., a Nevada corporation,
predecessor in interest to the Company) and Employee are parties to that
certain Employment Agreement effective as of January 1, 1996, as amended by
that certain Amendment Number One to Employment Agreement effective as of
November 11, 1997 (collectively, the "Employment Agreement"), pursuant to
which Employee is employed by the Company.
B. The parties desire to modify certain terms of the Employment
Agreement, as set forth in this Amendment.
AGREEMENTS:
NOW, THEREFORE, the parties agree to amend the Employment Agreement as
follows:
1. DEFINED TERMS. Capitalized terms used in this Amendment and not
otherwise defined shall have the meanings ascribed to them in the Employment
Agreement. From and after the date hereof, the term "Agreement" as used in the
Employment Agreement will mean the Employment Agreement as amended by this
Amendment, unless and until such Employment Agreement may again be amended.
2. AMENDMENT OF SECTION 7. Section 7 of the Employment Agreement is
hereby amended to read in its entirety as follows:
"7. TERMINATION.
7.1 METHODS OF TERMINATION. This Agreement and the
employment of Employee may be terminated at any time:
A. By mutual agreement of the parties.
B. By the Company if Employee dies or
becomes physically or mentally disabled (the
term "disabled" shall mean any mental or
physical illness or disability that renders
the Employee unable to perform the essential
functions of his position, after reasonable
accommodation of such disability by the
Company).
C. By the Company, for cause, if Employee
(a) has committed any material act of
dishonesty, fraud or misrepresentation or
any act of moral turpitude; (b) is in
default in the performance of Employee's
material
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obligations, services or duties
under this Agreement; or (c) has failed to
execute specific instructions from the
Company's Board of Directors or executive
officers, which failure is not corrected by
Employee after reasonable notice from the
Company.
D. By the Company, without cause, at any
time during the term of this Agreement.
E. By the Employee if the Company is in
default of its material obligations or
duties under this Agreement.
F. By the Employee, without cause, at any
time during the term of this Agreement.
7.2 CONSEQUENCES OF TERMINATION. Employee shall be
entitled to the following compensation in the event
of a termination:
1. In the event of any termination under
Sections 7.1A, 7.1B, 7.1C, or 7.1F, Employee
(or, in the event of Employee's death, his
estate) shall be entitled to receive
compensation accrued and payable to him as
of the date of termination or death, and all
other amounts payable under this Agreement
shall thereupon cease.
G. In the event of any termination under
Section 7.1D or Section 7.1E, then Employee
shall continue to receive the compensation
provided in this Agreement until the
expiration of this Agreement. Any amounts
earned by him (other than through his
personal investment activities) prior to
such expiration by virtue of other
employment shall be deducted from amounts to
which he is entitled under this Agreement.
7.3 IRC VIOLATIONS. Any provision in this Agreement
to the contrary notwithstanding, in no event will
Employee receive a payment which would trigger the
excise taxes and disallowance of deductions
contemplated by Sections 280G and 4999 of the
Internal Revenue Code of 1986, as amended (the
"Code"). In the event that any amount calculated
would result in such a payment, such amount shall be
reduced to the largest amount that would not result
in such a payment. This reduction shall apply to any
and all compensation, including compensation pursuant
to stock option grants governed by separate agreement
between the Company and Employee. If, at the time of
any such payment, no stock of the Company is readily
tradeable on an established securities market or
otherwise, then the Company agrees to use its best
efforts to cause such payment to meet the exemption
set forth in Sections 280G(b)(5)(A)(ii) and (B) of
the Code, so that no reduction will be required under
this Agreement."
3. CONFIRMATION. Except as specifically amended by this Amendment, the
Employment Agreement will continue unchanged, and the terms and conditions of
the Employment Agreement, as amended by this Amendment, are ratified and
confirmed.
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IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first set forth above.
"COMPANY"
STAR TELECOMMUNICATIONS, INC.,
a Delaware corporation
By:
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Xxxx Xxxxx, President
"EMPLOYEE"
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Xxxxx Xxxx Xxxxxx
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