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EXHIBIT 10.213
June 22, 1999
J. Xxx Xxxxx
0000 Xxxxx Xxxxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Dear Xxx:
This letter supplements and amends your Employment Agreement with Xxxxxx
Communications Corporation (the "Company") dated as of June 11, 1998 (the
"Employment Agreement"). Effective July 6, 1999, your Employment Agreement
shall be deemed amended generally as required to give effect to following terms
and conditions:
1. Your employment duties will be changed to reflect that you will be
retained by the Company as a consultant and will be paid a retainer
fee in connection with making yourself available for such consulting
services at a rate of $6,000/month. Actual consulting services
preformed shall be subject to mutually acceptable compensation terms
and the retainer fee shall not be deemed to require you to perform any
consulting services not separately agreed to. You will continue to be
reimbursed for business expenses (travel, lodging, etc.) in accordance
with the Company's policies in effect from time to time.
2. The term of the consulting services to be provided by you hereunder
shall remain in effect through and including January 1, 2000, at which
time the Employment Agreement and the consulting services contemplated
hereunder shall terminate.
3. It is the intent of the parties that subject only to early termination
for cause, as defined under the Employment Agreement, your employment
shall otherwise be non-terminable prior to January 1, 2000 and you
shall be able to vest into the stock options currently scheduled to
vest during the calendar year ended December 31, 1999 under the terms
of your various Stock Option Grant Agreements. In addition, any vested
and unexercised stock options you hold as of January 1, 2000 shall be
exercisable by you or your estate until December 31, 2001
notwithstanding anything to the contrary in any stock option grant
agreement.
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J. Xxx Xxxxx
March 7, 2000
Page 2
4. You shall be entitled to COBRA and any regular benefits that the
Company provides to terminated employees for a term of eighteen (18)
months beginning January 1, 2000. During the remaining term of your
employment, you will continue to be eligible to defer a percentage of
your monthly compensation, in accordance with the percentage you
elected earlier this year under the terms of the Company's deferred
compensation plan.
On behalf of the senior management of the Company, your contribution to the
success of Xxxxxx has been significant and we are pleased that you will
continue to be available to us on a consulting basis.
Should you have any questions with regard to the foregoing, please do not
hesitate to contact me at 000-0000.
Sincerely,
Xxxxxxx X. Xxxxxxxx
Executive Vice President, General Counsel
enclosure
Accepted and agreed this _____ day of June, 1999.
J. Xxx Xxxxx
