AMENDMENT TO RETENTION AND SEVERANCE AGREEMENT
AMENDMENT
TO RETENTION AND SEVERANCE AGREEMENT
THIS IS
AN AMENDMENT (the “Amendment”) to that
certain retention and severance agreement (the “Agreement”) dated
as of the 11th day of
October, 2001, between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the
“Company”) and
Xxxxx Xxxxxxx (“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. |
Paragraph
4(a) of the Agreement is amended as
follows: |
4.
Severance
Benefit.
(a) You
are entitled to receive a severance benefit (the “Severance Benefit”) of one
times your salary immediately preceding your termination if your employment is
terminated (i) by the Company without Cause, (ii) due to your death or
Disability, or (iii) by you for Good Reason.
| 2. |
Executive
shall have no right to have paid or payable from any trust adopted by the
Company, any portion of the Severance Benefit in excess of $150,000,
unless and until all other employees entitled to receive payments from the
trusts established by the Company for the purpose of paying severance
benefits have been paid in full all of the severance benefits they are
each entitled to. |
| 3. |
Except
as amended by this Amendment, all terms and conditions of the Agreement
shall remain in full force and effect. Moreover, it is the intention of
the parties hereto that if this Amendment is void, becomes voidable, or
otherwise is or becomes unenforceable as drafted, then the Agreement shall
continue in full force and effect, in accordance with the terms and
conditions thereof immediately prior to the execution of this Amendment.
This Amendment may be executed in any number of counterparts which
together shall constitute one instrument, shall be governed by and
construed in accordance with the laws and decisions of the State of New
York applicable to contracts made and to be performed therein without
giving effect to the principles of conflict of
laws. |
IN
WITNESS WHEREOF, the
parties have duly executed this Agreement as of this 4th day of
February, 2005.
MPOWER
COMMUNICATIONS CORP.
| /s/ Xxxxx X. Xxxx | /s/ Xxxxx Xxxxxxx | ||
|
|
| ||
| Xxxxx X. Xxxx Chairman and CEO |
Xxxxx
Xxxxxxx
|
