1
EXHIBIT 10.8
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
BY AND AMONG
INTERNET GLOBAL SERVICES, INC.,
(FORMERLY KNOWN AS IGS ACQUISITION CORPORATION)
eVENTURES GROUP, INC.
AND
XXXXX X. LINK
This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into as of September 25, 2000, by and among
Internet Global Services, Inc., a Texas corporation (the "Company"), eVentures
Group, Inc., a Delaware corporation ("eVentures") and Xxxxx X. Link (the
"Employee").
WITNESSETH:
WHEREAS, the Company and the Employee entered into an
Employment Agreement dated as of March 10, 2000 (the "Employment Agreement");
WHEREAS, eVentures executed a Joinder to the Employment
Agreement dated March 10, 2000 (the "Joinder"), for the sole purpose of
performing the Company's obligations under Sections 4, 5, and 7 of the
Employment Agreement;
WHEREAS, the Company is a wholly-owned subsidiary of
eVentures;
WHEREAS, eVentures is undergoing an internal corporate
reorganization (the "Reorganization") that will consolidate the operations of
the Axistel Communications, Inc., e.Volve Technology Group, Inc. and the
Company;
WHEREAS, pursuant to the Reorganization, the consolidation of
the Company will occur through a merger of the Company with and into an
operating company ("Opco") that is a wholly-owned subsidiary of eVentures, or
through the contribution of the Company's capital stock to Opco;
WHEREAS, the Company and the Employee desire to modify and
clarify the Employee's position and duties within the Company and Opco;
2
WHEREAS, effective as of September 7, 2000 and upon notice by
the Company to the Employee of the consummation of the Reorganization, Opco will
replace the Company as a party to the Employment Agreement as set forth in this
Amendment; and
WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
1. Parties to the Employment Agreement. Effective as of
September 7, 2000 and upon notice by the Company to the Employee of the
consummation of the Reorganization, the Employee will remain the "Employee" in
the Employment Agreement. Effective as of September 7, 2000 and upon notice by
the Company to the Employee of the consummation of the Reorganization and Opco's
execution of a counterpart signature page to the Employment Agreement and this
Amendment, Opco will replace the Company as "Company" in the Employment
Agreement and Opco will assume all of the obligations under the Employment
Agreement with respect to the Employee.
2. Amendment to Section 1. Effective as of September 7, 2000
and upon notice by the Company to the Employee of the consummation of the
Reorganization:
(a) the Employee will no longer serve as Chief Executive
Officer of the Company and will instead serve as Executive Vice President of
Global Operations of Opco;
(b) the first sentence of Section 1 of the Employment
Agreement is hereby deleted and replaced with the following:
"The Company hereby employs the Employee as Executive Vice
President of Global Operations of the Company, reporting
directly to the Senior Executive Vice President and Chief
Operating Officer (the "Chief Operating Officer") of the
Company, and the Employee accepts such employment for the term
of employment specified in Section 3 below."
; and
(c) the second sentence of Section 1 of the Employment
Agreement is hereby deleted and replaced with the following:
"During the Employment Term (as defined below), the Employee
shall serve as Executive Vice President of Global Operations
of the Company, and shall be responsible for the operations of
the Company's network, including global site operations and
the network operating center, global operating facilities and
customer call center management for the Company, and shall
have such other powers and perform such other
2
3
additional executive duties, consistent with his position, as
may from time to time be assigned to him by the Chief
Operating Officer or the Board of Directors of the Company or
such other person or entity designated by the Chief Operating
Officer or the Board of Directors of the Company."
3. Amendment to Section 6(e)(i). Effective as of September 7,
2000 and upon notice by the Company to the Employee of the consummation of the
Reorganization, the words "Chief Executive Officer" in Section 6(e)(i) of the
Employment Agreement are hereby deleted and replaced with "Executive Vice
President of Global Operations".
4. No Other Amendments. Except as expressly modified by this
Amendment, all terms and provisions of the Employment Agreement shall remain in
full force and effect.
5. Assignment. The Employee may not assign his interest in or
delegate his duties under this Amendment. Notwithstanding anything else in this
Amendment to the contrary, the Company or eVentures may assign this Amendment to
and all rights hereunder shall inure to the benefit of any person, firm or
corporation succeeding to all or substantially all of the business or assets of
the Company or eVentures by purchase, merger or consolidation.
6. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Texas
applicable to contracts executed and to be performed entirely within said State.
7. Miscellaneous. The provisions of this Amendment shall
survive the termination of the Employee's employment with the Company. This
Amendment, together with the Employment Agreement, contain the entire agreement
of the parties relating to the subject matter hereof. This Amendment, together
with the Employment Agreement, supersede any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof. No
modification or amendment of this Amendment shall be valid unless in writing and
signed by or on behalf of the parties hereto. A waiver of the breach of any term
or condition of this Amendment shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Amendment is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Amendment, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the application of such provisions to other persons or circumstances, all of
which shall be enforced to the greatest extent permitted by law. The headings in
this Agreement are inserted for convenience of reference only and shall not be a
part of or control or affect the meaning of any provision hereof.
3
4
8. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4
5
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.
INTERNET GLOBAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and Secretary
eVENTURES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President and General Counsel
/s/ Xxxxx X. Link
----------------------------------------------
Xxxxx X. Link
