January 7, 2011 VIA HAND DELIVERY Andrew Bressman 14 Hoverman Road Old Tappan, NJ 07675 Re: 2nd Amendment to Separation Agreement Dear Andrew:
January 7, 2011
VIA HAND DELIVERY
Xxxxxx Xxxxxxxx
00 Xxxxxxxx Xxxx
Xxx Xxxxxx, XX 00000
Re: 2nd Amendment to Separation Agreement
Dear Xxxxxx:
This letter confirms our discussion, whereby Section 3 of that certain Separation Agreement, dated as of May 6, 2010, by and between us, as amended (the “Agreement”), is further amended as set forth below.
Section 3 of the Agreement shall be deleted in its entirety and replaced with the following:
“3. Extension of Non Compete. Provided that the Employee executes this Agreement without revocation, the Company shall pay to the Employee, or his designee, (i) an aggregate of Five Hundred Fifty-One Thousand Two Hundred and Fifty Dollars ($551,250) on or prior to March 15, 2011 (collectively, the “Lump Sum Payments”), and (ii) One Hundred Ninety-Eight Thousand Seven Hundred and Fifty Dollars ($198,750), in twelve substantially equal monthly installments, with the first payment being made on the thirtieth day of the month after the consummation of the Company’s currently contemplated initial public offering (the “IPO Date”) (the “First Payment Date”), and each subsequent monthly payment being made on the monthly anniversary of the First Payment Date, as consideration for the extension of the “Restricted Period” set forth in Article V of the Employment Agreement until June 11, 2015. It is intended that each installment of the payments provided for in clause (ii) in the preceding sentence shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and guidance issued thereunder, including Treas. Reg. § 1.409A -2(b) and Treas. Reg. § 1.409A -2(b)(2)(iii), and neither the Company nor Employee shall have the right to accelerate or defer the delivery of such payments except to the extent specifically permitted or required by Code Section 409A.”
In all other respects, the Agreement is hereby ratified, confirmed and approved, and all terms thereof shall remain in full force and effect
Please sign where indicated below to acknowledge your acceptance of this amendment and restatement of Section 3 of the Agreement.
| Very truly yours, | ||
| Wave2Wave Communications, Inc. | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx | ||
| CEO | ||
I HAVE READ THE ABOVE AMENDMENT TO SECTION 3 OF THE AGREEMENT AND I UNDERSTAND AND ACCEPT THIS 2nd AMENDMENT TO THE AGREEMENT.
Accepted and Agreed to:
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
January 7, 2011
Date
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