EXHIBIT 10.2
Form of Amendment to Supplement to Employment Agreement
AMENDMENT (this "AMENDMENT"), dated as of February 19, 2004, to that
certain Supplement to Employment Agreement (the "SUPPLEMENT"), dated as of
August 27, 2003, by and between _________ ("EXECUTIVE") and Xxxxxx.xxx, Inc., a
Delaware corporation (the "COMPANY"). Capitalized terms used and not otherwise
defined herein have the meaning ascribed to such terms in the Supplement.
W I T N E S S E T H:
WHEREAS, Youbet and Executive entered into the Supplement for the
purpose of increasing certain severance and other benefits that would otherwise
have been afforded to Executive under the Employment Agreement by and between
Executive and Youbet;
WHEREAS, Youbet and ODS Technologies, L.P. d/b/a TVG Network, a
Delaware limited partnership ("TVG"), have reached an agreement in principle to
settle (i) the pending action in the Court of Chancery of the State of Delaware,
captioned ODS TECHNOLOGIES, L.P. V. XXXXX X. XXXXXXXX, XXXXXXX X. XXXXXXXX, XXXX
XXXXXXX, XXX XXXXXXXXXX, XXXXX XXXXX, XXXXXX X. XXXXXXXX AND XXXXXX.XXX, Civil
Action No. 20527 (the "CHANCERY ACTION") and (ii) the proceeding filed with the
American Arbitration Association, captioned ODS TECHNOLOGIES, L.P. V.
XXXXXX.XXX, INC., Case No. 14 168 01898 03 (the "ARBITRATION PROCEEDING");
WHEREAS, TVG has conditioned its willingness to enter into a definitive
settlement agreement with respect to the Chancery Action and the Arbitration
Proceeding on Youbet and Executive amending certain terms of the Supplement as
provided herein; and
WHEREAS, Youbet and Executive are willing to so amend the Supplement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which we hereby acknowledged, the parties hereto agree as
follows:
1. The Supplement is hereby amended by deleting clause (ii) of
Section 1a. and inserting in lieu thereof the following:
"ii. Payment of an amount equal to two (2) full years
of Executive's Annual Salary, calculated at the rate
in effect as of the date of such termination;"
2. The Supplement is hereby further amended by deleting clause
(i) of Section 1b. and inserting in lieu thereof the following:
"i. Sixteen (16) months of Executive's Annual Salary,
calculated at the rate in effect as of the date of
such termination;"
3. The Supplement is hereby further amended by deleting clause
(ii) of Section 1c. and inserting in lieu thereof the following:
"ii. Payment of an amount equal to eight months of
Executive's Annual Salary, calculated at the rate in
effect as of the date of such termination;"
4. The Supplement is hereby further amended by deleting from
Section 2 the words "fifty percent (50%)" and inserting in lieu thereof
"twenty-five percent (25%)."
5. Except as expressly provided in this Amendment, the
Supplement shall remain unchanged and in full force and effect.
6. This Amendment shall be effective upon the execution and
delivery by Youbet and TVG of a written Settlement Agreement relating
to the Chancery Action and the Arbitration Proceeding.
7. Any controversy or claim arising out of or relating to this
Amendment, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its National
Rules for the Resolution of Employment Disputes, and judgment upon the
award rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof. The arbitrators shall award to the prevailing
party, if any, as determined by the arbitrators, all of its costs and
fees. "Costs and fees" mean all reasonable pre-award expenses of the
arbitration, including the arbitrators' fees, administrative fees,
travel expenses, out-of-pocket expenses such as copying and telephone,
court costs, witness fees, and attorneys' fees.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first written above.
XXXXXX.XXX, INC.
a Delaware corporation
By:____________________________
Its:___________________________
Print Name:____________________
"Executive"
_______________________________
Print Name:____________________
