AMENDMENT 1 TO EMPLOYMENT AGREEMENT
PARTIES
This Amendment 1 to Employment Agreement (this "Amendment") dated as of
August 29, 2002 is entered into by and between Telaxis Communications
Corporation, a Massachusetts corporation having its principal place of business
at 00 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the
"Company") and Xxxxxx X. Xxxxxxx, an individual with an address at 00
Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 (hereinafter called "Employee").
RECITALS
A. The Company and Employee are parties to an Employment Agreement, dated
as of December 20, 2000 (the "Agreement"). Capitalized terms used in this
Amendment without definition have the meanings given to those terms in the
Agreement.
B. The parties desire to make certain changes to the Agreement.
TERMS OF AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The third sentence of Section 2 of the Agreement is hereby amended by
replacing the current text of that sentence in its entirety with the following:
The employment period described above is subject to earlier termination
pursuant to Section 3.6, 3.7.2, 4 or 5.
2. Section 3.7.1 of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
Termination By Company. In the event the Company terminates Employee's
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employment under this Agreement pursuant to Section 5, the Company
shall provide to Employee, in exchange for a release (in a form
consistent with past practice of the Company) as to any and all claims
Employee may have against the Company (which release, however, shall
not release any claims relating to indemnification, contribution or
insurance coverage), the Severance Benefits for (a) an eleven (11)
month period after termination if termination shall occur (i) at any
time prior to any Change in Control, (ii) after any Approved Change in
Control, or (iii) more than one (1) year after an Unapproved Change in
Control, or (b) a twenty-four (24) month period after termination if
termination shall occur within one (1) year after an Unapproved Change
in Control.
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3. Section 3.7.2 of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
Termination by Employee For Good Reason. After a Change in Control and
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provided Employee has Good Reason, Employee may terminate his
employment under this Agreement upon fifteen (15) days written notice
to the Company and the Company shall provide to Employee, in exchange
for a release (in a form consistent with past practice of the Company)
as to any and all claims Employee may have against the Company (which
release, however, shall not release any claims relating to
indemnification, contribution or insurance coverage), the Severance
Benefits for an eleven (11) month period.
4. Section 3.7.3(c) of the Agreement is hereby amended by replacing the
current text of that section in its entirety with the following:
"Severance Benefits" shall mean Employee's base salary (for the
applicable severance period) at the highest level in effect during the
90-day period immediately preceding the date of termination, payable
in full on the last day of the Employment Period, less required
payroll deductions.
5. On the last day of the Employment Period, the Company shall pay Employee
(using Employee's base salary at the highest level in effect during the 90-day
period immediately preceding the date of termination) for all unpaid vacation
days Employee shall have accrued through the last day of the Employment Period,
less any required payroll deductions.
6. To the extent Employee is not fully vested on the last day of the
Employment Period, the Company shall immediately take all actions necessary and
appropriate to accelerate the vesting of Employee relating to the Company's
401(k) plan or, if the Company's 401(k) plan does not permit such acceleration,
provide equivalent cash compensation to Employee.
7. The Company shall direct the attorneys representing the Company and/or
other Company personnel in the stockholder litigation arising from the initial
public offering of the Company's stock to keep Employee informed as to the
status of that litigation and shall provide Employee with opportunities to
discuss the litigation with those attorneys and other relevant Company personnel
or representatives.
8. Employee agrees to provide consultation and advice to the Company at
mutually acceptable times and locations for a period of up to three (3) months
following termination of employment, but in no event shall Employee be required
to provide consultation or advice to the extent that it interferes with any new
employment he has.
9. Each of the parties agrees to execute, acknowledge, deliver and perform,
or cause to be executed, acknowledged, delivered and performed, at any time, or
from time to time, as the case may be, all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
necessary or proper to carry out the provisions or intent of this Amendment.
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10. Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
EXECUTION
The parties executed this Amendment as a sealed instrument as of the date
first above written, whereupon it became binding in accordance with its terms.
TELAXIS COMMUNICATIONS CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President and CEO
/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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