Exhibit 10.1
Amendment No. 3 (the "Amendment"), dated as of the 9th day of February,
2005, to an Executive Employment Agreement, dated as of November 21, 2002 and
amended on January 1, 2003 and further amended on December 29, 2004 (the
"Agreement"), between Phone1Globalwide, Inc., a Delaware corporation, having an
address at 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000, Xxxxx, Xxxxxxx 00000 (the
"Employer") and Xxxx Xxxxx, residing at 0000 Xxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000
(the "Executive").
R E C I T A L S:
A. The parties desire to amend certain provisions of the Agreement, upon
the terms and conditions herein below set forth.
B. Capitalized terms when used herein shall have the meaning ascribed to
them in the Agreement unless the text hereof specifically provides to the
contrary.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration which the parties acknowledge they have received, it is
agreed as follows:
1. Section 2.b. of the Agreement is amended and replaced to read as
follows:
"Employment Period. The Company shall employ the Executive and the
Executive shall be employed by the Company, on the terms and conditions
hereinafter set forth, for a period commencing as of April 1, 2002 (the
"Effective Date") and ending on the fifth anniversary of the Effective
Date. Subject to the provisions of Section 4 of this Agreement, the period
of employment shall be automatically extended for successive one-year
terms of employment, unless either the Company or the Executive notifies
the other in writing at least thirty (30) days prior to the end of the
then current term that it or he does not intend to renew such employment,
in which case such employment will expire at the end of the then current
term. All references herein to the "Employment Period" shall refer to both
the initial term and any such successive renewal term."
2. Sections 3.a., 3.b. and 3.c. of the Agreement are hereby deleted in
their entirety and replaced with the following:
"a. Base Salary. Commencing January 19, 2005 and continuing through
the balance of the Employment Term, the Company shall pay to the Executive
base compensation at the rate of Two Hundred Fifty Five Thousand Dollars
($255,000.00) per year (the "Salary"). The Salary, and all other
compensation payable hereunder, shall be paid in accordance with the
Company's normal payroll policies, and shall be subject to all applicable
withholding taxes and any other amounts required by law to be withheld.
Notwithstanding the foregoing, the Executive's Salary shall not be less
than the base salary paid from time-to-time to the Company's Chief
Operating Officer. The Executive shall also be entitled to receive such
other salary increases as may be determined by the Board of Directors of
the Company and/or its Compensation Committee."
"b. Bonus. The Executive may receive a bonus, if so determined by
the Board in its sole discretion. The payment of a bonus in any instance
shall not constitute an entitlement to bonus on any other occasion.
Notwithstanding the foregoing, the Executive shall be entitled to receive
a bonus in an amount and terms at least equal to the amount and terms
received by other senior officers of the Company."
"c. Equity Participation Programs. The Executive shall be eligible
to participate in such option and/or equity participation programs as may
be implemented for employees of the Company. Such eligibility shall not
constitute an entitlement to a particular award under any program, nor
shall an award on one occasion constitute an entitlement to an award on
any other occasion. Notwithstanding the foregoing, the Executive shall be
entitled to receive options or stock in an amount at least equal to the
number of options or stock hereafter granted to the Company's Chief
Executive Officer or Chief Operating Officer, whichever is greater, at an
exercise price not greater than the exercise price of the corresponding
options."
3. Only Changes. Except as specifically amended herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date first above written.
PHONE1GLOBALWIDE, INC.
By: ____________________________
Name: __________________________
Title: _________________________
By: /s/ XXXX XXXXX
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