March 11, 2004
Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxx Xxxxx, XX 00000
RE: Modification to Employment Agreement
Dear Xxxxxx,
This letter agreement is intended to constitute a formal binding
modification to your Amended and Restated Employment Agreement with Stonepath
Group, Inc. (the "Company") dated February 22, 2002 (the "Employment Agreement")
with respect to the following subject matter:
1. Modification to Base Salary. Effective as of January 1, 2004, the
Base Salary under Paragraph 3.1(a) of your Employment Agreement shall be
increased from $360,000 to $500,000, however, you and the Company have agreed
that the aggregate incremental increase in your Base Salary over the remaining
term of your amended Employment Agreement (of $700,000) shall be provided to you
in advance in the form of options to purchase 359,000 shares of the Company's
Common Stock at an exercise price of $3.75 per share, as granted under the
Company's Stock Option Plan. The Options shall vest on a prorata monthly basis
through the scheduled expiration of your amended employment term. Otherwise, the
terms and conditions of these Options shall be as set forth on Option No.
2004-55, a copy of which has been provided to Executive.
2. Modification to Term. The Employment Period for the Executive's
employment under the Employment Agreement will continue through June 21, 2009.
3. Miscellaneous.
(a) Capitalized terms utilized in this Letter Agreement
shall, unless otherwise defined herein, have the
meaning ascribed under the Employment Agreement;
(b) Except as set forth in this Letter Agreement, the
Employment Agreement shall remain in full force and
effect.
Would you kindly place your signature on the line provided below
indicating your agreement to the terms set forth above.
Sincerely,
STONEPATH GROUP, INC.
BY: _____________________________
Accepted by:
--------------------------------
XXXXXX X. XXXXXX
DATED: March 11, 2004
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Telephone 000.000.0000 Facsimile 215.979.8399
