Exhibit 10.56
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
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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 ("EMPLOYEE").
RECITALS:
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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 December 2, 1996, as amended by that
certain Amendment Number One to Employment Agreement effective as of November
12, 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, including the monthly base salary payable to Employee under the
Employment Agreement, as set forth in this Amendment.
AGREEMENTS:
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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 3.1. Section 3.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:
"3.1 BASE SALARY. The Company shall pay Employee a monthly
salary during the term of this Agreement. This salary shall be
$15,000.00 per month. Employee's salary shall not be reduced
at any time during the term of this Agreement, but the
foregoing shall not limit the Company's rights under Section
7."
3. AMENDMENT OF SECTION 7. Section 7 of the Employment Agreement is
hereby amended to read in its entirety as follows:
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"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 her 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 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:
A. 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, her
estate) shall be entitled to receive
compensation accrued and payable to her as
of the date of termination or death, and all
other amounts payable under this Agreement
shall thereupon cease.
B. 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 her (other than through her
personal investment activities) prior to
such expiration by virtue of other
employment shall be deducted from amounts to
which she 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
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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."
4. 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.
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
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