Global Sources Limited
0000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
As of December 31, 2000
Xxxxx X. Xxxxxx
c/o Global Sources Limited
0000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxxx:
This letter agreement amends (the "Amendment") that certain
employment agreement dated as of March 1, 1999 (the "Employment Agreement) by
and between Global Sources Limited, a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxxx ("You"). Except as otherwise provided herein, the Employment
Agreement shall remain in full force and effect.
For and in consideration of the Company granting to You
options to purchase up to 1,000,000 shares of the Company's common stock, par
value $.001 per share, at an exercise price equal to $______ per share (110% of
the fair market value at December 31, 2000, You hereby waive any and all cash
compensation becoming due and owing to you on or before June 30, 2000 pursuant
to the Employment Agreement. The foregoing waiver shall have no effect on any
transaction bonus in the form of stock options owing to You under the Employment
Agreement for the period ended June 30, 2000.
You hereby further agree that, for the period commencing July
1, 2000, You are deferring all cash compensation which shall be due You under
the Employment Agreement unless and until such time as the board of directors of
the Company (the "Board") shall determine, in its absolute discretion, that
sufficient working capital is available to the Company to satisfy its
obligations as incurred in the ordinary course of its business and has the
ability to pay accrued and unpaid cash compensation to You and Xx. Xxxx X.
Xxxxxxx. Should the Board determine that sufficient funds are available to
satisfy such obligation, You shall be entitled to receive cash compensation
owing to You under the Employment Agreement, payable in the amount and at such
times as determined by the Board in its absolute discretion.
This Amendment may be executed in two or more counterparts,
each of which when executed shall be deemed to be an original, and all of which,
when taken together, shall constitute one and the same document. By executing
below, You hereby represent and warrant to the Company that you have the
requisite capacity to execute, deliver and perform this Amendment and that this
Amendment constitutes your legal, valid and binding obligation, enforceable
against You in accordance with its terms. This Amendment may not be modified or
amended, except by an instrument in writing signed by the Company and You.
Please evidence your agreement to this Amendment by executing
and returning the enclosed copy of this Amendment to the Company.
Very truly yours,
GLOBAL SOURCES LIMITED
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
ACKNOWLEDGED AND AGREED TO
AS OF THIS 31st DAY OF DECEMBER, 2000 BY:
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
