Exhibit 10.15
AMENDMENT NO. 1 TO THE
ADMINISTRATION AND LIQUIDATION AGREEMENT
AMENDMENT NO. 1 dated as of October 30, 2000 (this "Amendment No. 1") to
the Administration and Liquidation Agreement dated as of August 7, 2000 by and
between Calypso Management LLC ("Calypso"), a Delaware limited liability
company, and Harbor Global Company Ltd., a Bermuda limited duration company
("Harbor Global") (the "Agreement"). Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, Section 6 of the Agreement refers to an Employment Agreement by
and between Calypso and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ entered into as of the same date of
the Agreement (the "Employment Agreement"); and
WHEREAS, Section 10 of the Agreement refers to an Escrow Agreement entered
into as of the same date of the Agreement by and among Harbor Global Company
Ltd., Calypso Management LLC, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and State Street Bank and Trust
Company (the "Escrow Agreement"); and
WHEREAS, (i) the Escrow Agreement was executed as of October 24, 2000, (ii)
the Employment Agreement was executed as of August 8, 2000, and (iii) prior to
the execution of the Escrow Agreement, HGC Ltd. ("HGC") was added as an
additional party; and
WHEREAS, the parties hereto desire to amend Sections 6 and 10 of the
Agreement in accordance with Section 12 to reflect (i) the execution of the
Employment Agreement as of August 8, 2000, (ii) the execution of the Escrow
Agreement as of October 24, 2000 and (iii) the addition of HGC as a party to the
Escrow Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. The sixth sentence of the first paragraph of Section 6 of the Agreement
is hereby replaced in its entirety by the following:
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"The Company shall reimburse Calypso, as incurred and in accordance with
the Annual Plan, for expenses incurred in the performance of the Services
(including the compensation payable with respect to Messrs. Kasnet and
Hunter pursuant to Section 3 and salaries and other remuneration of
employees of Manager serving with the Company and, to the extent earned,
including the Signing and Retention Bonus (as defined in the Employment
Agreement dated as of August 8, 2000 by and between Calypso and ▇▇. ▇▇▇▇▇▇
(the "Employment Agreement"))."
2. The first sentence of the first paragraph of Section 10 of the Agreement
is hereby replaced in its entirety with the following:
"This Agreement together with the Employment Agreement and the Escrow
Agreement dated as of October 24, 2000 by and among the Company, Calypso,
▇▇. ▇▇▇▇▇▇, State Street Bank and Trust Company and HGC Ltd. constitute the
entire agreement between the parties hereto with regard to the subject
matter hereof, superceding all prior understandings and agreements whether
written or oral."
3. This Amendment No. 1 shall be effective as of the date hereof, and
except as set forth herein, the Agreement remains in full force and effect and
is otherwise unaffected and unaltered by this Amendment No. 1.
4. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument, and all signatures need not appear on any one
counterpart. A facsimile or photocopy of an executed counterpart of this
Amendment No. 1 shall be sufficient to bind the party or parties whose
signature(s) appear thereon.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Employment Agreement as of the date first written above.
HARBOR GLOBAL COMPANY LTD.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
CALYPSO MANAGEMENT LLC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
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