AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made and entered into effective May 21, 2001, by and between
SONUS CORP., a Yukon Territory, Canada, corporation ("Corporation"), and XXXXXXX
X. XXXXXX ("Executive").
RECITALS
A. Effective December 24, 1997, Corporation and Executive entered into an
employment agreement (the "Agreement").
B. Corporation and Executive mutually desire to amend the Agreement as set
forth in this Amendment.
AMENDMENT
1. The definitions of "Term" and "Good Reason" contained in Section 1 of the
Agreement are amended to read as follows:
""TERM" - The period from the Effective Date through May 21, 2004."
""GOOD REASON" - For all purposes of this Agreement, termination by
Executive of his employment with Corporation during the Employment Term for
"Good Reason" means termination based on any of the following:
(a) A change in Executive's status or position or positions with
Corporation that represents a material demotion from Executive's
status or position or positions as described in Section 3.1 of this
Agreement or a material change in Executive's duties or
responsibilities that is inconsistent with such status or position
or positions;
(b) Removal of Executive as a member of the Board (other than for
cause);
(c) A reduction by Corporation in Executive's Base Salary or other
benefits provided for under this Agreement (as in effect on the date
of this Agreement or as increased at any time during the Term of
this Agreement);
(d) The failure of Corporation to continue Executive's participation (on
terms comparable to those for other key executives of Corporation)
in any Plans and vacation programs or arrangements in which other
key executives of Corporation are participants (unless such failure
to continue is caused by an action or status of Executive); or
(e) Corporation's requiring Executive to be based more than 35 miles
from Corporation's principal executive office, except for required
travel on Corporation's business to an extent substantially
consistent with Executive's business travel obligations as of the
date of this Agreement.
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2. Section 3.1 of the Agreement is amended to read as follows:
"3.1 Position and Duties. Executive agrees to render services to
Corporation as Chairman of the Board and a member of the Board of
Corporation and as an executive officer of such of Corporation's
Affiliates as the parties to this Agreement mutually agree,
including Affiliates that may be formed or acquired subsequent to
the Effective Date. As Chairman of the Board, Executive will have
such executive and managerial duties as may be agreed between him
and Corporation's Chief Executive Officer from time to time.
Corporation acknowledges and agrees that (i) by its actions
replacing Executive with Xxxxxx X. Xxxx as Chief Executive Officer
of Corporation, Good Reason exists for Executive to terminate his
employment with the Corporation, (ii) in the event that Executive
terminates his employment with the Corporation at any time on or
before December 31, 2001, such termination shall be deemed to be for
Good Reason, and (iii) after December 31, 2001, termination for Good
Reason must be established by some reason other than Executive's
replacement with Xx. Xxxx as Chief Executive Officer of the
Corporation."
3. Section 4.1 of the Agreement is amended to read as follows:
"4.1 Base Salary. As compensation for the performance of Executive's
services hereunder, inclusive of services as an officer and director
of Corporation's Affiliates, Corporation will pay to Executive in
accordance with its normal payroll practices an annual salary (the
"Base Salary") of $250,000 per year, subject to such increases (but
not decreases) as are determined from time to time by the Board, or
a compensation committee designated by the Board."
4. Section 4.3.2 of the Agreement is amended to delete the sentence "Vested
Options will remain exercisable for 90 days after termination of
employment or, in the case of termination due to death or Disability, for
one year." and replace it with "Vested Options will remain exercisable for
one year after termination of employment for any reason." In addition, the
following sentence is added at the end of Section 4.3.2 "Executive shall
be entitled to modifications of his options to purchase the Corporation's
common shares consistent and commensurate with modifications provided to
other senior executives of Corporation (including issuance of new options,
re-pricing outstanding options, acceleration of vesting periods, etc.)."
5. Except as expressly provided in this Amendment, the Agreement will
continue in full force and effect.
CORPORATION: SONUS CORP.
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Chief Executive Officer
EXECUTIVE: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
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