EXHIBIT 10.1
[STONEPATH GROUP LOGO]
December 1, 2006
Xxxxxx X. Xxxxxx
118 W. 4th Ct.
Miami Beach, FL 33139
Re: Modification to Employment Agreement; Payment of Salary in Common
Stock
Dear Xxxxxx:
This letter agreement is intended to further amend your Amended and
Restated Employment Agreement with Stonepath Group, Inc., dated February 22,
2002, as amended on March 11, 2004 (the "Employment Agreement"), and shall
constitute a formal binding modification to such Employment Agreement with
respect to the following subject matter:
1. Modification to Base Salary. Effective as of November 20, 2006, the
cash portion of your Base Salary of $360,000 under Paragraph 3.1(a) of the
Employment Agreement shall be paid partially in cash ("Cash Amount") and
partially in stock ("Stock Amount").
a. At each bi-weekly payroll period, the Cash Amount shall be
$4,000.00, from which amount the following shall be deducted each period
(collectively, "Mandatory and Elective Deductions"): (i) applicable federal and
state income taxes, (ii) applicable social security, Medicare and other
employment related deductions, (iii) medical and dental premium related payments
as requested by Executive, and (iv) 401(k) contributions as requested by
Executive. The remainder of the Cash Amount, if any, after all such deductions
have been made, shall be paid to Executive by check or direct deposit, as
requested by Executive. In the event the Cash Amount is insufficient to cover
such Mandatory and Elective Deductions, the Cash Amount shall be increased by an
amount necessary to do so.
b. The Stock Amount shall consist of an amount equal to the
bi-weekly portion of Base Salary due minus the Cash Amount. The Stock Amount
shall be divided by the average closing price of the Company's common stock over
all days on which the Company's Common Stock was traded during the applicable
payroll period to yield that number of shares to be issued to Executive for such
payroll period (the "Shares"). Promptly after each payroll period, Employer
shall notify and instruct its transfer agent to issue the Shares to Executive.
Executive understands and acknowledges that the issuance of such shares will be
subject to the requirements of Section 16 of the Securities Exchange Act of
1934, as amended, for so long as Executive is a person subject to the reporting
requirements of such rules.
c. The Modification to Base Salary contained in this Section 1 shall
continue in full force and effect for one year from the date of this letter
agreement, and shall be renewable upon the mutual written agreement of Employer
and Executive. Executive acknowledges that such modification to Base Salary
constitutes a binding contract and written plan, to which
Stonepath Group, Inc.
World Trade Center
0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, XX 00000
T: (000) 000-0000 F: (000) 000-0000
[STONEPATH GROUP LOGO]
Executive may not execute subsequent influence over how, when, or whether to
effect such purchases of Employer's common stock for such one-year term.
2. Modification to Benefits. Effective as of November 17, the Employer
shall cease to pay the annual premium on any life insurance policies under
Paragraph 3.1(c)(ii) of the Employment Agreement.
3. Miscellaneous.
a. Capitalized terms used herein shall, unless otherwise defined
herein, have the meanings ascribed to them in the Employment Agreement; and
b. Except as set forth herein, all terms and conditions of the
Employment Agreement shall remain in full force and effect.
Please indicate your assent to the above modifications to the Employment
Agreement by signing in the space below.
Sincerely,
STONEPATH GROUP, INC.
/s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx
Chief Executive Officer
Accepted and acknowledged:
/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, an individual
Stonepath Group, Inc.
World Trade Center
0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, XX 00000
T: (000) 000-0000 F: (000) 000-0000
