AMENDMENT TO XXXX XX
EMPLOYMENT AGREEMENT
This Amendment dated as of June 26, 1997 ("Amendment"), to the
Employment Agreement dated July 31, 1996, by and between Yurie Systems, Inc., a
Delaware corporation (the "Company") and Xxxx Xx, an individual residing in the
State of Maryland (the "Executive") (hereinafter referred to as the "Employment
Agreement").
WHEREAS, the Executive has heretofore been employed by the Company
both before and during the term of the Employment Agreement as its President and
Chief Operating Officer;
WHEREAS, the Executive shall, as of June 30, 1997, be Vice-chairman of
the Board of Directors and employed as Chief Technology Officer of the Company,
and on or about the date, the Company intends to appoint another employee to the
position of President and Chief Operating Officer and Executive shall cease to
continue in that position;
WHEREAS, the Executive has participated in the formation of a network
provider, Splitrock Services, Inc., a Texas corporation ("Splitrock"), and
desires to continue to participate as Chairman of the Board of Splitrock, and,
in such position, to be active in its organization and implementation of its
business activities; and
WHEREAS, Splitrock represents a significant customer potential for the
Company's telecommunication products and the Company and Splitrock intend to
enter a Cooperative Development Agreement providing, among other things, for the
development of Yurie products to meet Splitrock's network requirements, the
testing of Yurie developments on Splitrock's networks and the purchase by
Splitrock of its applicable equipment needs from Yurie;
NOW, THEREFORE, in recognition of the mutual benefits to be obtained
as a result of the foregoing and in consideration thereof, the Company and
Executive agree to amend the Employment Agreement as follows:
1. Section 2 of the Employment Agreement is deleted in its entirety
and replace with the following:
2. Employment.
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(a) The Executive shall be employed as the Chief
Technology Officer of the Company and/or in such other
senior executive capacity as may be mutually agreed to in
writing by the parties. The Executive shall perform the
duties, undertake the responsibilities and exercise the
authority customarily performed, undertaken and exercised
by persons situated in a similar executive capacity,
including, but not limited to, technology development,
product performance and reliability, and all aspects for
maintaining the technological excellence of Yurie's
products.
He shall also promote, by entertainment or otherwise, the
business of the Company.
(b) Excluding periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to
devote such attention and time to the business and affairs
of the Company to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder;
provided, however, that Executive may serve as Chairman of
the Board of Splitrock and may devote such attention and
time to the formation and oversight of the business
activities of Splitrock as, in the judgment of the Board of
Directors and Chief Executive Officer of the Company, do
not impact the performance of such responsibilities or
materially impair the business and affairs of the Company;
further provided that, the Executive will, on an annual
basis, devote the substantial majority of his efforts to
his assigned responsibilities with the Company. The
Executive may also: (i) serve on corporate, civil or
charitable boards or committees, (ii) manage personal
investments, and (iii) deliver lectures and teach at
educational institutions, so long as such activities do not
significantly interfere with the performance of the
Executive's responsibilities hereunder.
2. To the extent that the Executive is permitted to devote efforts
on behalf of Splitrock pursuant to this Amendment, such
activities shall not be deemed to constitute a breach of
Executive's Covenants in Section 10 of the Employment Agreement;
provided, however, that if Yurie decides to enter into the
network services market and determines that but for this
Amendment, Executive's activities with Splitrock would constitute
a violation of Section 10 as a result, the Company may provide
ninety (90) days notice of termination of the Employment
Agreement, as amended.
3. All other terms and conditions of the Employment Agreement shall
remain in effect.
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and the Executive has executed this Amendment as of
the day and year first above written.
YURIE SYSTEMS, INC.
ATTEST: By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx, Ph.D.
Chairman and CEO
XXXX XX
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Secretary
By: /s/ Xxxx Xx
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Xxxx Xx
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