Exhibit 10.208.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of December
16, 2002 (the "Effective Date"), between Xxxxxx Communications Corporation, a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx (the "Executive").
This instrument amends the Employment Agreement, dated October 16, 1999 (as in
effect prior to the execution of this instrument, the "Agreement"), between the
Company and the Executive.
The Company and the Executive acknowledge and agree that (i) the
Company granted to the Executive the Options (as defined in Section 4(c) of the
Agreement); (ii) as of the Effective Date, none of the Options have been
exercised; and (iii) the Options have exercise prices which are substantially in
excess of the current market price of the Company's Class A common stock and are
therefore unlikely to be exercised in the near future. The Company and the
Executive desire to cancel the Options so that the shares of Class A common
stock heretofore subject to the Options may be made available for grants to
eligible persons under the Company's 1998 Stock Incentive Plan (as amended to
date, the "Plan"), in order to improve the Company's ability to attract and
retain qualified personnel by providing awards of stock-based compensation under
the Plan.
In consideration of the foregoing and of the resulting benefits
accruing to the Executive as the controlling stockholder of the Company, the
Company and the Executive agree, effective as of the Effective Date, that the
Options are hereby cancelled and terminated in all respects and shall be of no
further force or effect.
Except as amended by this instrument, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed this
instrument as of the Effective Date.
COMPANY:
XXXXXX COMMUNICATIONS CORPORATION
By:
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President and Chief Operating Officer
EXECUTIVE:
-----------------------------
Xxxxxx X. Xxxxxx
