-10-
October 17, 1995
Xxxxx X. Xxxxxxxxxxx
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xx. Xxxxxxxxxxx:
Reference is made to the Employment Agreement made and entered into as
of May 9, 1994 by and between IPC Information Systems, Inc. ("Company") and you
("Agreement"). Section 3 of the Agreement addresses your title and duties
thereunder and states that you shall serve as Vice Chairman of the Company with
certain enumerated duties, receiving the compensation specified in Section 4,
and that you shall also serve as President without additional compensation.
By execution of this letter agreement, which shall only be effective
upon and concurrently with the execution by Xxxxxxx X. Xxxxxxxxxxx of a similar
amendment to his employment agreement, you agree (i) to resign as President,
concurrently with the appointment by the Board of Directors of a new President;
(ii) to give your written consent, pursuant to Section 3 of the Agreement, to
the appointment of Xxxxxx X. Xxxxxx as the Company's Chief Executive Officer and
President.
You further agree to replace Section 3 of the Agreement as follows:
Section 3. DUTIES. Xx. Xxxxxxxxxxx shall serve as Vice Chairman
of the Company. Xx. Xxxxxxxxxxx'x responsibilities, duties and
authority as Vice Chairman shall, subject to the direction of the
Board and the By-laws of the Company and any applicable provisions of
the General Corporation Laws of the State of Delaware, be those
customarily associated with such position and shall include, but not
be limited to, contributing to the planning for the Company's long
term needs and objectives and strategic business development, all in
consultation with the Chairman and Chief Executive Officer and
President. Xx. Xxxxxxxxxxx shall execute documents in the name of the
Company and do such other official acts on behalf of the Company as
are appropriate and permitted by the By-laws of the Company. Xx.
Xxxxxxxxxxx shall also preside, in the absence of the Chairman, over
all meetings of the Company's Board and shareholders at which he is
present. The Company shall not appoint a Chief Executive Officer or
President of the Company without Xx. Xxxxxxxxxxx'x prior written
approval of such appointment.
If the proposed amendment meets with your approval, kindly signify your
acceptance by signing the enclosed copy of this letter where indicated and
returning it, whereupon, subject to the condition in the second paragraph
hereof, the Agreement shall, in accordance with Section 25 thereof, be deemed
amended.
Yours very truly,
IPC INFORMATION SYSTEMS, INC.
By:__________________________
________________________________ Name: Xxxxxx Xxxxxxx
Title: Corporate Secretary
ACCEPTED AND AGREED TO
AS OF OCTOBER 17, 1995
_________________________________
Xxxxx X. Xxxxxxxxxxx
