EXHIBIT 10.79
AMENDMENT TO AGREEMENT AND COMPLETE RELEASE
WHEREAS, Xxxxxx Xxxx (hereinafter "Xxxx") and xxxxxx.xxx, Inc.
("xxxxxx.xxx") are parties to that certain Agreement and Complete Release under
Xxxx'x employment with xxxxxx.xxx was terminated effective July 5, 2000
(referred to herein as the "Agreement and Complete Release");
WHEREAS, the Agreement and Complete Release includes, as Exhibit G thereto,
a Consulting Agreement under which xxxxxx.xxx has retained Xxxx to temporarily
serve as its Acting Chief Operating Officer for a period of ninety (90) days
beyond July 5, 2000;
WHEREAS, xxxxxx.xxx desires to accelerate termination of the Consulting
Agreement on mutually acceptable terms, and Xxxx is amenable to such accelerated
termination provided his severance benefits and other rights under the Agreement
and Complete Release are protected;
NOW, THEREFORE, in consideration of the mutual agreements of the parties
expressed herein, Xxxx and xxxxxx.xxx agree as follows:
1. The Consulting Agreement, and Xxxx'x obligation thereunder to serve as
the Acting Chief Operating Officer of xxxxxx.xxx, is hereby terminated as of the
close of business on July 28, 2000. For a period of two weeks thereafter (the
"On-Call period"), through Xxxxxx 00, 0000, Xxxx will make himself reasonably
available to xxxxxx.xxx to answer questions by telephone or e-mail on an as-
needed basis, but shall not be required to be physically present in the offices
of xxxxxx.xxx or to otherwise make himself physically available for the
performance of services of xxxxxx.xxx
2. In return for Xxxx making himself reasonably available to xxxxxx.xxx by
telephone or e-mail during the On-Call Period, xxxxxx.xxx will pay Xxxx
$1,346.50 per week, for a total of $2,693.00 for Xxxx'x on-call services during
the two-week On-Call Period.
3. Xxxx'x services to xxxxxx.xxx during the On-Call Period shall be as an
independent contractor, and not as an employee of xxxxxx.xxx or any related
entity. Upon expiration of the On-Call Period, Xxxx shall have no further
obligation to provide services to drkoopcom, whether as an independent
contractor or otherwise.
4. The Indemnification Agreement of February 24, 1999, by and between
xxxxxx.xxx and Xxxx shall continue in full force and effect during the term of
the On-Call Period.
5. The Agreement and Complete Release, together with and as amended by this
instrument, constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all other agreements between the
parties with respect to the subject matter hereof.
[SIGNATURES ON FOLLOWING PAGE]
INTENDING TO BE LEGALLY BOUND, the parties have affixed their signatures in
the spaces provided below on this 27 day of July, 2000.
xxxxxx.xxx, Inc. Xxxxxx Xxxx
By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
