Exhibit 10.13
AGREEMENT ADDENDUM
This is an Addendum (this "Addendum") dated as of September 30, 1998, to the
agreement (the "Agreement") dated as of October 24, 1997, between Xxxxx X.
Xxxxx ("Buren") and Strategia Corporation ("Strategia").
Recitals
A. Buren has resigned from Strategia's Board of Directors effective as of
September 28, 1998.
B. Strategia and Buren wish to amend the Amendment to modify the terms on
which Buren will continue to provide consulting services to Strategia
following Buren's resignation as a director of Strategia.
C. Except as set forth in this Addendum, all terms of the Agreement shall
remain in full force and effect.
In consideration of the terms and conditions and covenants set forth herein,
Buren and Strategia agree that the Agreement shall be amended as follows:
A. Section 3.b of the Agreement is amended to read in its entirety as follows:
a. Availability. During the term of this Agreement, Buren agrees to
be available to provide consulting services for up to 30 days on such projects
as Strategia may request from time to time. For purposes of this Agreement, a
"day" shall mean any calendar day in which Buren provides 4 or more hours of
services.
B. Section 3.b of the Agreement is amended to read in its entirety as follows:
b. Compensation. In consideration of Buren's agreement to provide
consulting services pursuant to section 3.a of the Agreement, Strategia shall
pay Buren the compensation, which shall be payable on such dates, as are set
forth below:
Period Compensation Payment Date
9/1/1998 to 12/31/1998 $15,600 October 31, 1998
1/1/1999 to 6/31/1999 18,200 January 2, 1999
7/1/1999 to 12/31/1999 18,200 July 2, 1999
1/1/2000 to 3/31/2000 9,800 January 3, 2000
(i) If Buren provides consulting services for more than 30 days
during the term of this Agreement, Strategia will compensate Buren for such
additional days of service at a mutually agreed upon rate.
(ii) If Buren shall breach the Agreement by failing to provide
services when and as required and in a professional and competent manner, and
such breach is not cured within 15 days after Strategia has given Buren written
notice specifying in detail the particulars of the breach, then Strategia shall
have the right to terminate its obligation to make any further payments to
Buren pursuant to this Section 3.b. If Buren shall dispute Strategia's
determination regarding the above, the matter shall submitted to binding
arbitration at which the burden of proof shall be on Strategia.
C. The fourth sentence of Section 3.c of the Agreement is amended to read in
its entirety as follows:
If Buren requests and Strategia consents, Buren may spread one day's worth
of services over more than one day, but for purposes of Section 3.b, Buren will
be treated as if the services were all performed on a single day.
D. The following shall be appended to Section 3.g and shall supercede any
conflicting provision of that Section:
During the Noncompete Period, Buren shall not directly or indirectly
offer or provide employment (or an independent contractor position or similar
engagement) to any person who, at any time within the twelve months prior to
such offer or provision was an employee (or independent contractor or similar
person) of Strategia or any of its subsidiaries or affiliates (a "Present or
Recent Strategia Employee"), or otherwise encourage or entice any Present or
Recent Strategia Employee to leave Strategia. During the Noncompete Period,
Buren agrees to refrain from making any communication that, directly or
indirectly, disparages or is otherwise critical of Strategia or any of its
affiliates or any of their products, services, financial or technical status
or ability, directors, employees, officers, agents, or any other aspect of any
of the foregoing. The foregoing shall not in any way limit Buren from
communicating directly to those individuals that are now on the Board of
Directors of Strategia so long as such communication is specifically made in a
manner that ensures it will reach only those individuals. If Buren shall in any
way violate this Section 3.g, Strategia shall have no obligation to make any
payments that would otherwise be due hereunder and may, in addition, pursue all
other remedies available to it at equity and law. Buren acknowledges that any
violation of this Section 3.g will cause immeasurable damages to Strategia and
thus Strategia shall be entitled to injunctive relief restraining any breach or
threatened breach of this Section 3.g.
IN WITNESS WHEREOF, and intending to be legally bound thereby, Buren and
Strategia have executed the foregoing Addendum on the dates indicated.
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
STRATEGIA
By /s/ Xxxxxxx X. Xxxxx
Title: President
Date: 10/29/98
