Exhibit 10.5
December 27, 2001
Xxxxxxx X. Xxxxx
Stonepath Group, Inc., General Counsel
Xxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
RE: Modification to Employment Agreement
Dear Xxxxx,
This letter agreement is intended to constitute a formal binding
modification to your Amended and Restated Employment Agreement with Stonepath
Group, Inc. (the "Company") dated April 19, 2001 (the "Employment Agreement")
with respect to the following subject matter:
1. Modification to Base Salary. Effective as of December 31, 2001, the
Base Salary under your Employment Agreement shall be reduced from $250,000 to
$200,000. Notwithstanding the foregoing, in the event of a termination under
Sections 6.2(d) and 6.2(e) of the Employment Agreement, your Basic Compensation
shall remain as set forth in the Employment Agreement, and any severance
arrangements or payments made thereunder shall be made on the same basis as set
forth within your Employment Agreement, irrespective of this modification
letter.
2. Settlement Amount. In recognition of the foregoing, the Company
agrees to pay you, in settlement of any and all claims that you may otherwise
have with respect to the modification to your Employment Agreement, the sum of
$116,903 (the "Settlement Amount"), net of applicable withholdings taxes,
payable as follows:
(a) $50,000 on or before January 30, 2002;
(b) $50,000 on or before January 30, 2003;
(c) $16,903 on or before January 30, 2004.
3. Credit against certain Severance benefits. In the event
circumstances arise in which you are entitled to a severance benefit under your
Employment Agreement, and as provided in Section 1 above, you agree that portion
of the Settlement Amount not yet paid, yet due and owing to you under Section 2
above will be credited against such severance benefit.
December 27, 2001
Page Two
4. Miscellaneous.
(a) Capitalized terms utilized in this Letter Agreement shall,
unless otherwise defined herein, have the meaning ascribed
under the Employment Agreement;
(b) Except as set forth in this Letter Agreement, the Employment
Agreement shall remain in full force and effect.
Would you kindly place your signature on the line provided below
indicating your agreement to the terms set forth above.
Sincerely,
STONEPATH GROUP, INC.
BY: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman and CEO
Accepted by:
/s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX
DATED: 12/27/2001
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