FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This is
the first amendment (the “First Amended Agreement”) to that certain Employment
Agreement dated as of the 18th day of
June, 2003 (the “Agreement”), between Mpower Communications Corp., a Nevada
corporation (the “Company”) and Xxx Xxxxxxxx (“Executive”).
The
Company and Executive, for and in consideration of the promises, terms and
conditions contained herein, do hereby agree to make the following amendments to
the Agreement.
1.
Section 4.02 of the Agreement is deleted in its entirety, and replaced by the
following:
“4.02
TERMINATION WITHOUT CAUSE; RESIGNATION FOR GOOD REASON. In the event of (A) the
Company’s termination of Executive’s employment hereunder without Cause, (B)
Executive’s resignation for Good Reason, (C) Executive’s death, or (D)
Executive’s Disability, he shall be entitled to the following: (i) the payments
and benefits described immediately above in sub-section (a) of Section 4.01 and
(ii) a severance benefit (the “Severance
Benefit”) equal
to two times (a) the higher of the Fixed Salary paid immediately preceding the
Termination Date or the Fixed Salary on June 18, 2003 and (b) the highest bonus
paid by the Company to Executive during the period from the Effective Date
through the Termination Date. Payment of the Severance Benefit shall be
contingent upon Executive’s execution of a waiver and release of claims (a
“Release”) in
favor of the Company and its affiliates and their respective employees and
agents, substantially in the form set forth in Appendix A. The Severance Benefit
shall be paid by the Company in a lump sum, no later than two (2) business days
after the expiration of the Revocation Period, as defined in the
Release.”
IN
WITNESS WHEREOF, the
parties have duly executed this Second Amended Agreement as of this
28th day of
July, 2004.
MPOWER
COMMUNICATIONS CORP.
| /s/ Xxxxxxx X. Xxxxxxxxx | /s/ Xxx Xxxxxxxx | ||
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Xxxxxxx X.
Xxxxxxxxx
Senior
Vice President, General Counsel and Corporate Secretary
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Xxx
Xxxxxxxx
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