EXHIBIT 10.54
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement") is entered into as of April 3, 1998, by and between GALACTICOMM
TECHNOLOGIES, INC. (formerly known as I-View Software, Inc.), a Florida
corporation (the "Company"), and XXXXX XXXX (the "Executive").
RECITALS:
A. The Company entered into an Amended and Restated Employment
Agreement with the Executive on June 30, 1997 (the "Amended and Restated
Agreement").
B. The Company and the Executive wish to amend the Amended and Restated
Agreement as set forth herein.
C. The parties hereto believe that the amendments made hereby are in
the best interest of the Company and its shareholders, including, among others,
the Executive.
NOW THEREFORE, in consideration of the premise, and the respective
covenants and agreements of each of the Company and the Executive contained in
this Agreement, the payment of $10.00 and other good and valuable consideration,
each of the Company and the Executive agrees as follows:
A. RECITALS. The Recitals set forth above are true and correct and are
incorporated herein by reference.
B. TERMS. Except as set forth herein, all capitalized terms shall have
the meaning ascribed to them in the Amended and Restated Agreement.
C. AMENDMENT TO ARTICLE I. Article I of the Amended and Restated
Employment Agreement is hereby modified in its entirety to read as follows:
The Company employs the Executive and the Executive accepts such
employment in accordance with the terms hereof. Subject to the direction of the
Board of Directors of the Company, the Executive shall serve as Chief Executive
Officer of the Company. The Executive shall have such responsibilities, perform
such duties and exercise such power and authority as are inherent in, or
incident to, the office of Chief Executive Officer. The Executive shall report
to the Company's Chairman of the Board, or in the absence of a Chairman of the
Board, the Board of Directors, and shall devote such reasonable time to the
performance of his duties as an officer and employee of the Company as is
necessary.
D. AMENDMENT TO SECTION 5.3(b). Section 5.3(b) of the Amended and
Restated Agreement is hereby modified in its entirety to read as follows:
(b) If the employment of the Executive by the Company shall be
terminated for any reason (other than by the Company due to the Executive's
death or Disability or with Cause, or by the Executive without Good Reason)
then, in any such event, the Company shall continue to pay to the Executive his
Salary (subject to applicable payroll and/or other taxes required by law to be
withheld) through the Termination Date (as such term is hereinafter defined).
E. FULL FORCE AND EFFECT. Except as specifically amended by this
Agreement, the provisions of the Amended and Restated Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed and
delivered this Agreement as of the date first written above.
GALACTICOMM TECHNOLOGIES, INC.
/S/ XXXXX XXXX By:/S/ XXXXXXX XXXXXXX
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Xxxxx Xxxx Name:XXXXXXX XXXXXXX
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Title: PRESIDENT
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