AMENDMENT TO
EMPLOYMENT AGREEMENT DATED AUGUST 1, 1995
BETWEEN
METRO ONE TELECOMMUNICATIONS, INC.
AND
XXXXXXX X. XXXXXXX
This amendment (the "Amendment") to the Employment Agreement dated
August 1, 1995 between Metro One Telecommunications, Inc., an Oregon
Corporation (the "Company"), and Xxxxxxx X. Xxxxxxx ("Timmins") (the
"Agreement") is dated and entered into as of January 1, 2000.
RECITALS
A. The parties wish to extend and amend the employment contract
between them (the "Agreement") for a period to run until December 2002.
B. The other desired effects of the amendment are to (i) increase
Timmins' Base Salary to $200,000 annually; (ii) limit the amount of the bonus
to be paid to Timmins to 150% of Base Salary in any year following a year in
which the total net income is less than that of the previous year; (iii)
remove any bonus limit existing under the Agreement in all future years,
leaving that outlined in the previous clause B(ii) as the only future bonus
limitation; and (iv) xxxxx Xxxxxxx an option to purchase 50,000 shares of
common stock in the Company, as presently instituted, at $15.688 per share,
effective as of the conclusion of the meeting of its Board of Directors on
November 5, 1999.
AMENDMENTS TO THE AGREEMENT
NOW, THEREFORE, The parties agree to amend the Agreement as follows:
SECTION 3 SHALL READ:
1 - AMENDMENT TO EMPLOYMENT AGREEMENT - TIMMINS
3. TERM. Unless otherwise terminated as provided in Section 5 of this
Agreement, Timmins' term of employment under this agreement shall be for a
period beginning August 1, 1995 and ending on December 31, 2002.
SECTION 4 SHALL BE AMENDED TO INCLUDE PARAGRAPH 4.1d:
4.1d BASE SALARY. Effective January 1, 2000, Timmins' Base Salary
shall be $200,000 annually before all customary withholding of income and
employment taxes, with no additional adjustment for Paragraphs 4.1a, 4.1b or
4.1c.
A SENTENCE SHALL BE ADDED TO THE END OF PARAGRAPH 4.2 AS FOLLOWS:
Effective for the calendar year 2000 and each year thereafter, the
Company shall instead pay to Timmins a bonus determined in accordance with
the schedules attached as Exhibit 4.2 - Amended.
EXHIBIT 4.2 SHALL BE AMENDED AS FOLLOWS:
Exhibit 4.2 shall be amended by changing the title to "Exhibit 4.2 -
Amended."
The language in Section B of Exhibit 4.2 that reads "Up to total bonus of
100% of base salary" shall be modified to read "Up to total bonus of 150% of
base salary in any year following a year in which the Company's total net
income is less than that of the previous year. The shall be no cap (limit to
the bonus) in any year in which the Company's total net income exceeds that
of the previous year."
SECTION 4 SHALL BE AMENDED TO INCLUDE A PARAGRAPH 4.3a:
4.3a STOCK OPTION RELATED TO THE 2000 AMENDMENT. The Company will
cause Timmins to be granted a stock option to purchase 50,000 shares of
common stock of the Company, as presently instituted, at $15.688 per share,
effective as of the conclusion of the meeting of its Board of Directors on
November 5, 1999. For purposes of the Agreement and acceleration, Termination
2 - AMENDMENT TO EMPLOYMENT AGREEMENT - TIMMINS
etc., this stock option shall be treated identically to the Stock Option of
Paragraphs 4.3.
SECTION 10, "NOTICE," SHALL BE MODIFIED TO SUBSTITUTE XX. XXXXXXX X.
XXXXXXXXXX FOR MR. A. XXXX XX XXXXXXX:
If to the Company: Metro One Telecommunications, Inc.
c/o Xx. Xxxxxxx X. Xxxxxxxxxx
Chairman of the Board of Directors
0000 XX Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx 00000
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement, as hereby amended, on the date set forth above.
METRO ONE TELECOMMUNICATIONS,
INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx March 6, 2000
-------------------------- -------------
Xxxxxxx X. Xxxxxxxxxx Date
Chairman of the Board
Of Directors
/s/ Xxxxxxx X. Xxxxxxx March 6, 2000
---------------------- -------------
Xxxxxxx X. Xxxxxxx Date
3 - AMENDMENT TO EMPLOYMENT AGREEMENT - TIMMINS
