Exhibit 10.12
[LOGO]
May 5, 1999
Xx. Xxxxxxx X. Xxxxxx
00000 Xxxxxx Xxx
Xxxxxxxx, XX 00000
RE: Second Modification of Employment Agreement
Dear Xxxx:
I am writing to confirm additional modifications to your Employment
Agreement with ACG. More specifically, our new arrangement will modify both
your existing Employment Agreement with ACG, dated March 31, 1998, as well as
that certain letter agreement dated December 6, 1998, which expressly modifies
the original Employment Agreement. We have agreed to make the following
changes:
- DUTIES. Effective the later of (i) June 30, 1999, or (ii) the signing
of a definitive agreement with YPTel Corporation and the closing of
interim financing (the "Effective Date"), your title will be changed
to President and Chief Operating Officer.
- COMPENSATION. Your annual compensation will increase to a base salary
of $200,000 per year, payable in equal installments on ACG's
customary pay dates.
- BONUS. You will receive a prorated portion (calculated in proportion
from January 1, 1999 until the Effective Date) of the $50,000 bonus
referenced in your December agreement. You will also be eligible for
a prorated (with the Effective Date as the date of measurement for
the bonus year) bonus of $175,000 per year on the same terms set
forth in your current Employment Agreement. Upon the earlier of the
sale or cessation of operations of the CLEC, you will receive a
$250,000 bonus.
Unless otherwise modified in writing, all other terms in your original
Employment Agreement are intended to remain in effect. To accept these
changes, please sign in the space provided below and return the original of
this letter to me. Thank you for your cooperation, and we appreciate the
contributions you make to ACG.
Sincerely,
/s/ Xxxxxxx X. X'Xxxx
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Xxxxxxx X. X'Xxxx
Chairman and Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx 5/7/99
