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Exhibit 10.16
AMENDMENT dated as of June 16, 1997 to the EMPLOYMENT AGREEMENT (the
"Agreement") made as of the 28th day of January 1997 by and between Xxxxxxx
Xxxxxx, residing at 00 Xxxxx Xxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Executive"),
and Russian Wireless Telephone Company, Inc., a Delaware corporation formerly
known as Telcom Group USA, Inc., having an office for the transaction of
business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company").
1. Modification of Article 1 of the Agreement. Section 1.1 of the
Agreement is hereby deemed to have been deleted and replaced by the following
new Section 1.1:
Section 1.1 Employment of the Executive. Commencing on
February 1, 1997 (the "Commencement Date") and continuing during the
five year period ending on January 31, 2002 (the "Term"), the Executive
shall serve as Executive Vice President of the Company, as General
Director (Chief Executive) of ZAO Corbina Telecommunications
("Corbina"), as General Director (Chief Executive) of ZAO CompTel
Limited ("CompTel") and as General Director (Chief Executive) of ZAO
Investelektrosvyaz ("Investelektrosvyaz"), and shall devote
substantially all of his time (approximately 40 hours per week) in
connection therewith. In his capacities as General Director of Corbina,
CompTel and Investelektrosvyaz, the Executive shall have general
supervision over the business and day-to-day affairs of such companies,
reporting in each case to the Chief Executive Officer of the Company,
and subject in each case, to the overall directions given to the
Executive by the Chief Executive Officer of the Company which shall be
in accordance with the management decisions made by the respective
stockholders of such companies at extraordinary and general meetings of
such stockholders.
2. Modification of Article 7 of the Agreement. Article 7 of the
Agreement is hereby modified by adding thereto a new Section 7.8 which provides,
as follows:
Section 7.8 The Company's Warranties and Representations. The
Company hereby warrants and represents to the Executive that:
(a) Upon completion of the initial public offering of
securities which the Company shall be making pursuant to the prospectus
which forms a part of the Registration Statement on Form SB-2 filed by
the Company with the Securities and Exchange Commission under
Registration No. 333-24177 (the "Prospectus"), the Company shall use
the net proceeds derived therefrom in accordance with the provisions
of, and for the purposes stated in, the section of the Prospectus
entitled "Use of Proceeds."
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(b) Upon receipt of the Executive's requests for funds needed
to implement the business plans of Corbina, CompTel and Investelektrosvyaz in
accordance with the disclosures thereof contained in the Prospectus, the Company
shall transfer such funds to the "I" account maintained by the Company at ABN
Amro Bank in Moscow, or to such other account or accounts as shall be mutually
acceptable to the Company's Chief Executive Officer and the Executive.
(c) In the event that the Company shall receive, at any time
during the Term of this Agreement, loan proceeds aggregating not less than $50
million from one or more banks or other financial institutions, the Company
shall provide up to 30% of such loan proceeds to Corbina, CompTel and/or
Investelektrosvyaz for expansion of their respective businesses pursuant to the
business plans of such companies as disclosed in the Prospectus.
3. Continuation of Agreement in Full Force and Effect. The Agreement,
as modified by the provisions of this Amendment thereto, shall continue, from
and after the date hereof, in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the Agreement as of the date first above written.
RUSSIAN WIRELESS
TELEPHONE COMPANY, INC.
By:_____________________________________
Xxxxxx X. Xxxxxx, President
________________________________________
Xxxxxxx Xxxxxx
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