AMENDMENT NO 1. TO EMPLOYMENT AGREEMENT
AMENDMENT
NO 1. TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment")
is made and entered into as of this 16th
of June,
2005 by and between Mobilepro Corp. a Delaware corporation (“Mobilepro”) and
Xxxxxxxx X. Xxxxx (“Amend”).
WHEREAS,
Mobilepro and Amend entered into that certain Employment Agreement on November
1, 2004 (“Agreement”); and
WHEREAS,
Mobilepro
and Amend mutually desire to amend certain provisions of the
Agreement.
NOW,
THEREFORE, in
consideration of the premises and mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Amendment
No. 1.
Section
1 of the Agreement shall be deleted in its entirety and replaced with the
following language:
The
Company will employ Xx. Xxxxx, and Xx. Xxxxx will serve the Company, under
the
terms of this Agreement commencing November 1, 2004 (the “Commencement Date”)
for a term of twenty-nine (29) months unless earlier terminated under Section
4
hereof. The period of time between the commencement and the termination of
Xx.
Xxxxx’x employment hereunder shall be referred to herein as the “Employment
Period.”
2. Amendment
No. 2.
Amend
hereby acknowledges and agrees that no bonus it due to Amend for the period
from
November 1, 2004 through March 31, 2005. Mobilepro and Amend hereby agree that
the bonus calculation under Paragraph 3(d)(i) shall reset as of April 1, 2005
and run, for the first year, through March 31, 2006.
3. Amendment
No. 3.
Section
3(a) of the Agreement shall be deleted in its entirety and replaced with the
following language:
(a) Salary.
During
the Employment Period the Company shall pay to Xx. Xxxxx, as compensation for
the performance of his duties and obligations under this Agreement, a base
salary of Fifteen Thousand Dollars ($15,000) per month, payable semi-monthly,
beginning May 15, 2004.
4. Amendment
No 4.
The
following new language shall be inserted at the end of Section
3(e):
In
addition to the foregoing, as partial consideration for entering into this
Agreement, the Company hereby grants Xx. Xxxxx additional warrants to acquire
one million five hundred thousand (1,500,000) shares of the Company’s common
stock at an exercise price or $0.15 per share (the “Warrants”). The Warrants
shall vest ratably over the remaining term of the Employment Period, or
immediately if Xx. Xxxxx’x employment is terminated without cause or for good
reason (as described in Section 4 hereof) or, due to a change in control, sale
of a majority of the common stock or substantially all of the assets of the
Company or merger of the Company into or with another company (unless such
company is less than ninety percent (90%) of the size (measured by market value)
of the Company) or reverse merger with another company.
5. Other
Changes.
It is
understood and agreed by the parties hereto that all other provisions of the
Agreement shall remain unchanged and in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement to be effective as of the date
first
above written.
By______________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
“Mobilepro”
XXXXXXX
X. XXXXX
_________________________________
“Amend”
