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October 17, 1995
Xxxxxxx X. Xxxxxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xx. Xxxxxxxxxxx:
Reference is made to the Employment Agreement made and entered into as
of May 9, 1994 by and between IPC Information Systems, Inc. ("Company") and you
("Agreement"). Section 3 of the Agreement addresses your title and duties
thereunder and states that you shall serve as Chairman of the Company with
certain enumerated duties, receiving the compensation specified in Section 4,
and that you shall also serve as Chief Executive Officer without additional
compensation.
By execution of this letter agreement, which shall only be effective
upon and concurrently with the execution by Xxxxx X. Xxxxxxxxxxx of a similar
amendment to his employment agreement, you agree (i) to resign as Chief
Executive Officer, concurrently with the appointment by the Board of Directors
of a new Chief Executive Officer; and (ii) to give your written consent,
pursuant to Section 3 of the Agreement, to the appointment of Xxxxxx X. Xxxxxx
as the Company's Chief Executive Officer and President.
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You further agree to replace Section 3 of the Agreement as follows:
Section 3. DUTIES. Xx. Xxxxxxxxxxx shall serve as Chairman of the
Company. Xx. Xxxxxxxxxxx'x responsibilities, duties and authority as
Chairman shall, subject to the direction of the Board and the By-laws
of the Company and any applicable provisions of the General
Corporation Laws of the State of Delaware, be those customarily
associated with such position and shall include, but not be limited
to, contributing to the planning for the Company's long term needs and
objectives and strategic business development, all in consultation
with the Vice Chairman and Chief Executive Officer and President. Xx.
Xxxxxxxxxxx shall execute documents in the name of the Company and do
such other official acts on behalf of the Company as are appropriate
and permitted by the By-laws of the Company. Xx. Xxxxxxxxxxx shall
also preside over all meetings of the Company's Board and shareholders
at which he is present. The Company shall not appoint a Chief
Executive Officer or President of the Company without Xx.
Xxxxxxxxxxx'x prior written approval of such appointment.
If the proposed amendment meets with your approval, kindly signify your
acceptance by signing the enclosed copy of this letter where indicated and
returning it, whereupon, subject to the condition in the second paragraph
hereof, the Agreement shall, in accordance with Section 25 thereof, be deemed
amended.
Yours very truly,
IPC INFORMATION SYSTEMS, INC.
By:_________________________
___________________________________ Name: Xxxxxx Xxxxxxx
Title: Corporate Secretary
ACCEPTED AND AGREED TO
AS OF OCTOBER 17, 1995
____________________________________
Xxxxxxx X. Xxxxxxxxxxx
