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Exhibit 10.6(b)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into this 28th day of May, 1999 by and between Secure Commerce Services, Inc.
("Paytrust") and Xxxxxx X. XxXxxxxxxx ("Employee").
WHEREAS, Employee entered into an Employment Agreement, dated
February 4, 1999, with Paytrust;
WHEREAS, Employee and Paytrust acknowledge and agree that it is in
the best interests of the parties to renew such Employment Agreement and amend
the severance provision therein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Definitions. All capitalized terms used but not otherwise
defined in this Amendment shall have the meanings set forth in the Notes.
2. Section 1.1 of the aforementioned Employment Agreement is hereby
amended and restated in its entirety as follows:
Employment Term. The term of this Agreement including the original and any
renewal terms (the "Employment Term") shall commence upon May 28, 1999,
and shall continue for two years, unless terminated prior thereto in
accordance with Section 8 hereof. Unless either party elects to terminate
this Agreement at the end of the original or any renewal term by giving
the other party written notice of such election at least 90 days before
the expiration of the then current term, this Agreement shall be deemed to
have been renewed for an additional term of one year commencing on the day
after expiration of the then current term. Nothing in this Agreement shall
be construed as giving Employee any right to be retained in the employ of
the Company beyond the expiration of the Employment Term, and Employee
specifically acknowledges that he shall be subject to discharge pursuant
to Section 8 hereof.
3. Section 8.4 of the aforementioned Employment Agreement is hereby
amended and restated in its entirety as follows:
Without Cause by the Company. The Company may terminate this Agreement
upon not less than 90 days' notice to Employee at and for the Company's
sole convenience and in its sole discretion and without specifying any
cause as set
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forth in Section 8.3 hereof. In such event, and contingent upon the
resignation of Employee from all positions of any nature which Employee
may then have held with the Company and any of its affiliates, the Company
shall continue to pay Employee until the end of the notice period plus
severance equal to the base salary set forth in Section 1.4(a) hereof
which Employee was receiving prior to the effective date of such
termination for the greater of (i) six months or (ii) the remainder of the
Employment Term.
4. Counterparts. This Amendment may be executed in separate
counterparts, each of which shall, collectively, constitute one agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
SECURE COMMERCE SERVICES, INC.
By: /s/ Flint X. Xxxx
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Name: Flint X. Xxxx
Title: Chief Operating Officer
XXXXXX X. XXXXXXXXXX
/s/ Xxxxxx X. XxXxxxxxxx
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