EXHIBIT 10.7
AMENDMENT NO. 1
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Agreement (referred to as "Amendment No. 1") is an amendment to
the Amended and Restated Employment Agreement dated as of the 18/th/ day of
December 1997 by and among Xxxxx Xxxxx (the "Executive") and International
Exchange Networks, Ltd., a Delaware corporation (the "Company") and is made and
entered into as of June 1, 1999 between the Company and the Executive.
Introductory Statement
The Company and the Executive are parties to an Amended and Restated
Employment Agreement dated as of the 18/th/ day of December 1997 (the "Existing
Agreement"). Section 11.3 of the Existing Agreement provides that any term of
the Existing Agreement may be made only by an instrument in writing and signed
by the party against whom enforcement is sought and, in the case of the Company,
authorized by resolution of its Board of Directors. The Company and the
Executive wish to amend the Existing Agreement as set forth in this Amendment
No. 1, and the Company has authorized this Amendment No. 1 by resolution of its
Board of Directors.
In consideration of the premises, the Company and the Executive hereby
agree that the Existing Agreement shall be amended in the following respects,
and, as amended hereby, shall continue in full force and effect:
1. Section 4.3(b) of the Existing Agreement shall be amended to read in its
entirety as follows:
(b) If, prior to the second anniversary of the Closings, (i)
IPC distributes the common stock of the Company that it holds to
the stockholders of IPC, or (ii) there is an initial public
offering or private offering of the Company's common stock (other
than a private sale of control of the Company to single person or
group of persons not involving a public offering), then,
effective upon such distribution or public offering, the Company
shall grant to the Executive an option to purchase 3% of the
shares of Company common stock then outstanding (determined on a
fully diluted basis after giving effect to such distribution or
offering), provided that the Executive is an employee of the
Company on the date of such grant, or prior thereto, terminated
employment under circumstances described in Section 5.2(b). The
terms of such option shall provide that, at the earliest
practicable time following the time that the Company becomes
subject to the reporting requirements pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, the Company shall
take such action as may be necessary so that the shares acquired
upon exercise of the option may be resold without restriction,
other than securities law restrictions imposed by reason of the
Executive's status as an "affiliate" within the meaning of the
Securities Act of 1933. The exercise price of such option shall
be not more than the fair market value of the Company common
stock at the date of grant. In addition, the Company shall grant
options with respect to an additional 2% of the shares of Company
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common stock then outstanding, which options shall be granted to
such employees of the Company and in such amounts and on such
terms as shall be determined by the Company in consultation with
the Executive. Such options granted to the Executive shall be
fully vested when granted and shall be evidenced by, and become
exercisable at the time and subject to the terms and conditions
established by, the Stock Option Certificate attached hereto as
Exhibit B. The Executive's execution of the Option Certificate
attached hereto as Exhibit B shall be deemed to be an
acknowledgment by the Executive that the Company has granted all
options to all persons as required by this Section 4.3(b).
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused this Amendment No. 1 to be executed in its name by an officer
thereunto duly authorized, all as of the day and year first above written.
/s/ Xxxxx X. Xxxxx
______________________________
Xxxxx Xxxxx
INTERNATIONAL EXCHANGE
NETWORKS, LTD.
/s/ Xxxxxxx X. Xxxxxx
By ___________________________
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Operating Officer
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