Exhibit 10.33
DAVOX CORPORATION
AMENDMENT #2 TO TRANSITION AND
RETENTION AGREEMENT
AGREEMENT made and entered into this 1st day of April 2002, between DAVOX
Corporation ("DAVOX" or the "Company"), a Delaware corporation with a usual
place of business at 0 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000, and Xxxxxxxx
X. Xxxxxxxx ("Xx. Xxxxxxxx").
WHEREAS, Xx. Xxxxxxxx and the Board of Directors of the Company have mutually
entered into a Transition and retention Agreement effective November 7, 2000, as
amended by Amendment #1, effective November 7, 2001 (collectively the
"Agreement") as specifically stated herein;
WHEREAS, the Board desires to amend the Agreement as specified herein
NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
terms, provisions and conditions set forth in this Transition and Retention
Agreement Amendment (the "Amendment #2"), the Company and Xx. Xxxxxxxx agree as
follows:
1. All capitalized terms herein shall have the meaning ascribed to each
in the Agreement or as specifically set forth herein.
2. This Amendment will become effective April 1, 2002 and continue until
midnight on March 31, 2004 (the "Term").
3. Section 5 of the Agreement shall be and is hereby modified as follows:
Delete Section 5 of the Agreement in its entirety and replace it with
the following, "The Company will pay Xx. Xxxxxxxx a yearly salary of
$75,000 per Davox's standard payroll practices for each yearly period
of April 1, 2002 to March 31, 2003 and April 1, 2003 to midnight of
March 31, 2004. Until December 31, 2002, or any extension thereof, Xx.
Xxxxxxxx will be provided, at Company cost, medical and dental
coverage, which is the same in all materials respects, as that which
he currently holds."
4. Xx. Xxxxxxxx has the right to perform consulting related services to
other companies, provided such companies are not direct competitors of
Davox.
5. This Amendment may be signed in one or more counterparts, each of
which shall constitute the same instrument.
6. Integration Clause: The parties agree that the Agreement, Amendment #1
and Amendment #2 are the complete and exclusive statement of the
agreement between the parties, which supersedes all prior proposals,
understandings and all other agreements, oral or written, between the
parties relating to these Agreements. Unless specifically modified
herein, the Agreement shall remain unchanged.
AGREED AND APPROVED:
FOR DAVOX CORPORATION: FOR XXXXXXXX X. XXXXXXXX:
/s/ Xxxxx X. Xxx /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxx - President & CEO Xxxxxxxx X. Xxxxxxxx
