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EXHIBIT 10.7
July 11, 2001
Xx. Xxxxxxxx X. Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Dear Xxxxx:
You and MAII Holdings, Inc., a Texas corporation (the "Company"), are
parties to several agreements concerning your employment by, and business
relationship with, the Company. These arrangement include a trigger date of July
12, 2001 for the occurrence or non-occurrence of certain rights, duties and
responsibilities of and for you and the Company. However, largely through your
efforts, the Company is currently negotiating a possible merger (the Merger")
involving GenesisIntermedia, Inc. ("GENI") that is potentially very exciting for
the Company and its shareholders. Accordingly, the Company desires to extend the
terms of such agreements so as to keep you involved with the Company until such
time as the Merger either is consummated or is terminated. Accordingly, the
agreements are hereby amended as follows:
(1) If the Merger is terminated or otherwise not consummated, then
Section 7(b) of the Employment Agreement will be deemed to be
amended to read in its entirety as follows:
Payments Upon Termination. If this Agreement is
terminated pursuant to Section 7(a) above, then
Employer shall have no obligation to pay to Employee
the Salary or any other compensation or benefits
provided under this Agreement for any period after
the date of such termination; provided, however, that
Employer shall pay to Employee all Salary and other
compensation and vested benefits accrued but unpaid
prior to the date of such termination.
(2) The Non-Qualified Stock Option of the Company, dated as of
January 12, 2001, to purchase 166,667 shares of the Company's
Common Stock, and issued by the Company to you shall be
amended by amending the vesting schedule set forth in Section
4 thereof to suspend any vesting between the date hereof and
the date of closing of the Merger, such that upon closing of
the Merger, any vesting that would have occurred absent such
suspension shall be deemed to have occurred, but if the Merger
is terminated or otherwise not consummated no vesting shall
have occurred after the date hereof.
(3) The Non-Qualified Stock Option of the Company, dated as of
January 12, 2001, to purchase 233,333 shares of the Company's
Common Stock, and issued by the Company to you shall be
amended by amending the vesting schedule set forth in Section
4 thereof to suspend any vesting between the date hereof and
the date of closing of the Merger, such that upon closing of
the Merger, any vesting that
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would have occurred absent such suspension shall be deemed to
have occurred, but if the Merger is terminated or otherwise
not consummated no vesting shall have occurred after the date
hereof.
(4) Notwithstanding anything to the contrary contained in: (i) the
Stock Purchase Agreement, dated as of February 1, 2001, by and
between you and the Company; (ii) the Promissory Note, dated
February 1, 2001, in the original principal amount of
$2,739,040, and issued by you to the Company (the "Note"); and
(iii) the Pledge and Security Agreement, dated as of February
1, 2001, by and between you and the Company (the "Pledge
Agreement"), if the Merger is terminated or otherwise not
consummated, the Note shall be deemed to have been canceled,
and you will not owe any principal of or interest on the Note,
and the 680,000 shares of the Company's Common Stock issued to
you pursuant to the Purchase Agreement but held by the Company
under the Pledge Agreement shall be delivered to the Company
for cancellation; it being agreed and understood that until
the earlier of: (i) the consummation of the Merger; or (ii)
the termination of discussions between the Company and GENI
concerning the Merger, no principal of or interest on the Note
shall be due and payable.
This letter agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original but all of which shall constitute one
and the same instrument. If the terms set forth in this letter agreement are
acceptable to you, please sign and date the enclosed copy of this letter and
return it to the Company.
MAII HOLDINGS, INC.
By: /s/ XXXX XXXXXXX
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Title: Secretary
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AGREED TO AND ACCEPTED
as of the date first set forth above:
/s/ XXXXXXXX X. XXXXX 7/11/01
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Xxxxxxxx X. Xxxxx
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