Exhibit 10.13
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment is made and entered into as of this 13th day of February
2001, and effective as of January 1, 2001, by and between Allin Corporation, a
Delaware corporation ("Employer") and Xxxx X. Xxxxxxxx ("Employee"), a resident
of Pennsylvania.
WHEREAS, Employer and Employee entered into an employment agreement (the
"Agreement") as of June 23, 2000 and now desire to amend that Agreement by
mutual consent.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and intending to be legally bound hereby the parties do hereby
agree as follows:
Section 3(e) of the Agreement is hereby amended and restated as follows:
(e) Stock Options. Employee acknowledges receipt of
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options to purchase stock of Employer under Employer's Stock Plans. The
options vest ratably at 20% per year on the anniversary of issuance;
however, all options granted to Employee prior to February 13, 2001 that
have not previously expired or been terminated will become fully vested on
the date on which (i) Employer sells all or substantially all of its
assets, (ii) Employer merges with another entity in a transaction in which
Employer is not the surviving corporation, or (iii) any person or group of
affiliated persons other than the shareholders of Employer as of January
1, 2001 owns or controls 40% or more of Employer. Any or all of these
occurrences are deemed to be a "Change of Control." At the sole discretion
of Employer's Board of Directors, additional options may be issued to
Employee; however, Employer's Board of Directors is under no obligation to
grant to Employee additional options, and any such options granted will be
governed by the terms of the option award agreement to be entered into
between Employer and Employee at or about the time of any such future
option grant.
Section 3(g) of the Agreement is hereby amended by replacing the second
paragraph of that Section with the following paragraph:
If Employee's employment is terminated, during the Employment Period, by
Employer or Employee in conjunction with, or within one year after, the
occurrence of a Change of Control, Employee shall receive, in addition to
severance payments as outlined in the immediately preceding paragraph, (i) a
bonus in the amount of one times Employee's annual base salary at the time of
termination and (ii) the right to convert each of his vested options to purchase
stock of the Employer granted prior to February 13, 2001 into the right to
receive cash in an amount equal to the difference between the fair market value
of the stock on the date the right is exercised and the exercise price of the
option from which the right was converted. These rights may be exercised at any
time prior to the "Expiration Date", as defined in Employee's stock option
agreement from which the right was converted, notwithstanding the expiration of
the options based on Employee's termination prior to the Expiration Date.
Employee's options granted prior to February 13, 2001 will automatically convert
into such rights immediately prior to the day such options otherwise terminate
based on the termination of Employee's employment with Employer.
In all other respects, the terms and conditions of the Agreement are
ratified and confirmed.
ALLIN CORPORATION
/s/ Xxxxxxx X. Xxxxxxxx
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By: Xxxxxxx Xxxxxxxx, Chairman
WITNESS:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
