EXHIBIT 10.28
Amendment to Employment Agreement
This Amendment, as of January 1, 2001, is made to Employment Agreement,
dated as of December 1, 1994, as thereafter amended (the "Employment
Agreement"), by and between Xxxxxx Xxxxxxx ("Employee") and TTR Technologies,
Ltd. ("TTR Ltd.").
WHEREAS, the Employee and TTR Ltd. desire to amend and revise the
Employment Agreement as herein provided.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, the parties agree as follows:
1. Amendment to Employment Agreement
(i) A new Section 3.6 is hereby inserted into the Employment Agreement to
read as follows:
"3.6 In the event that the Company shall elect to terminate this Agreement
in accordance with the provision of Section 3.4 or upon a "Change in
Control" wherein Employee is not retained in a substantially similar
position of the Company or the surviving entity, as applicable, under
terms and conditions substantially similar to those herein, then Employee
shall be eligible to receive a one-time bonus equal to the greater of
gross salary payable hereunder through the end of the then current
contract term hereunder and 12 months' salary.. The term "Change in
Control" shall mean and refer to the following: (i) a person (other than a
person who is an officer or a Director of TTR Technologies, Inc., the
parent company of TTR Ltd. ("TTR Inc.") on the effective date hereof),
including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, becomes, or obtains the right to become, the
beneficial owner of securities of TTR Inc. having 30% or more of the
combined voting power of then outstanding securities of TTR Inc. that may
be cast for the election of directors of TTR Inc.; (ii) at any time, a
majority of the Board-nominated slate of candidates for the Board of TTR
Inc. is not elected; (iii) TTR Inc. consummates a merger in which it is
not the surviving entity; (iii) substantially all TTR Inc.'s assets are
sold; or (iv) TTR Inc.'s stockholders approve the dissolution or
liquidation of TTR Inc.
(iii) Section 4.1 of the Employment Agreement is hereby amended to provide
that the monthly gross salary payable thereunder shall U. S. $17,708.
2. Except as hereby expressly amended or otherwise revised, each and every other
term, condition or provision of the Employment Agreement shall continue in full
force and effect.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
signed by the date first written above.
TTR Technologies, Ltd. /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
By: /s/ Xxxx X. Xxxxxxx
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