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EXHIBIT 10.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, effective March 1, 1999, amends that certain
EMPLOYMENT AGREEMENT ("Agreement") dated November 15, 1994, by and between
XXXXXX TECHNOLOGIES, INC., and XXXXX X. XXXXXX, as amended effective January 31,
1997 and as further amended effective September 5, 1997 (the employment
agreement, as amended, the "Agreement"), as set forth below. For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Exhibit B, Section 2, entitled "Non-Competition", is hereby deleted in
its entirety and replaced as follows:
(a) Employee shall not while employed by Xxxxxx, and after the
termination of said employment for any reason whatsoever for the time period
after such termination described in paragraph (c) below (the "No-Compete
Period"), directly or indirectly, as owner, officer, director, employee, agent,
lender, broker, investor, consultant or representative of any corporation or as
owner of any interest in, or as an employee, agent, consultant, partner,
affiliate or in any other capacity whatsoever or representative of any other
form of business association, sole proprietorship or partnership, conduct or be
related to any business in competition with any business of Xxxxxx now or in the
future, including without limitation, in the Billing and Customer Care industry
(herein referred to as the "Competitive Business") anywhere within the
territories, nor as to certain customers anywhere in the United States, both
listed on the "Territories and Customers" Exhibit to the Agreement, made a part
hereof, including without limitation, the solicitation of any customers, who
were at any time customers of Xxxxxx and in connection with a business which is
competitive with the Competitive Business except that such competitive activity
will be permitted as to business solicitation of and competition with Xxxxxx as
to any entity listed on an Exhibit to this Agreement made a part hereof
identified as a "No-Compete Exception", if any, subject to paragraph (c) below.
(b) In addition to, and not in limitation of the other provisions
hereof or of any other Agreement between Employee and Xxxxxx, Employee shall not
at any time in any manner other than in the ordinary course of good faith
competition only as permitted herein interfere with, disturb, disrupt, decrease
or otherwise jeopardize the business of Xxxxxx or do or permit to be done
anything which may tend to take away or diminish the trade, business or good
will of Xxxxxx or give to any person the benefit or advantage of Company's or
Seller's methods of operation, advertising, publicity, training, business
customers or accounts, or any other information relating or useful to Daleen's
business.
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(c) The No-Compete Period shall increase depending upon the
duration of Employee's employment with Xxxxxx as follows:
i) If Employee has completed one hundred eighty (180) days or
less of employment there will be a six (6) month No-Compete
Period;
ii) If Employee has completed more than one hundred eighty (180)
days of employment the No-Compete Period will be one (1) year;
(2) All capitalized terms used herein and not otherwise defined shall have
the respective meanings attributed to such terms in the Agreement. All other
provisions and sections of the Agreement except for the above changes will
remain unchanged and in full force and effect. In the event of a conflict
between the terms of this Amendment and the Agreement, the terms of this
Amendment shall control.
Agreed to this as of the date above:
XXXXXX TECHNOLOGIES, INC.: EMPLOYEE:
/s/ Xxxxx X. Xxxxxx
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Xxxxx Xxxxx, Xxxxx X. Xxxxxx,
President Chief Executive Officer
