First Amendment to the Separation and Transition Services Agreement
EXHIBIT
10.2
First
Amendment to the
This
First Amendment (the “Amendment”), is made as of this 16th day of June, 2009, to
the Separation and Transition Services Agreement by and between
Arbinet-thexchange, Inc. a Delaware corporation with its headquarters located in
New Brunswick, New Jersey (the “Employer”), and Xxxxxxx X. Xxxxxxx (the
“Executive”) made as of September 3, 2008 (the
“Agreement”). In consideration of the mutual covenants contained in
this Amendment, the Employer and the Executive desire to amend certain
provisions of the Agreement as follows:
1. Section
3 is amended by deleting it in its entirety and substituting therefor the
following:
3. Transition
Period. The Executive agrees to serve as a Class I Director
until the 2009 Annual Meeting (the “Transition Period”) and thereafter for the
remainder of his term as a Director.
2. Section
4(b) is amended by adding the following at the end of the Section:
After the Transition Period, the executive shall be entitled to receive
compensation in accordance with the Company’s non-employee director compensation
policy.
3. Except
as specifically amended by the Amendment, the Agreement shall remain in full
force and effect in accordance with its terms.
4. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such counterparts
shall together constitute one and the same document.
IN
WITNESS WHEREOF, this First Amendment to the Separation and Transition Services
Agreement has been executed as a sealed instrument by the Employer, by its duly
authorized director, and by the Executive, as of the date first written
above.
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ARBINET-THEXCHANGE,
INC.
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By:
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/s/ Xxxx X. Xxxxx, Xx. | ||
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Name:
Xxxx X. Xxxxx, Xx.
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Title:
Director
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/s/ Xxxxxxx X.
Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
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