AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENT
AMENDMENT
AND ASSIGNMENT OF EMPLOYMENT AGREEMENT
AMENDMENT
AND ASSIGNMENT OF EMPLOYMENT AGREEMENT (this
“Amendment”),
dated
as of May 23, 2007, by and among MSTI Holdings, Inc., a Delaware corporation
(“Holdings”),
Microwave Satellite Technologies, Inc., a New Jersey corporation and a wholly
owned subsidiary of Holdings (“MST”),
and
Xxxxx X. Xxxxxxxxx (“Executive”).
WHEREAS,
MST and Executive have entered into that certain Employment Agreement, dated
as
of January 31, 2006 (the “Agreement”);
WHEREAS,
MST and Executive wish to amend certain terms and conditions of the Agreement
and to assign MST’s obligations, right, title, interest in, to and under the
Agreement to Holdings, Holdings agrees to assume and accept such assignments
and
Executive consents to such assignment.
NOW
THEREFORE, Holdings, MST and Executive agree as follows:
1. Definitions.
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Agreement.
2. Assignment
and Assumption.
MST
does hereby assign (the “Assignment”)
unto
Holdings all of its obligations, right, title, interest in, to and under the
Agreement. Each of the undersigned consents to the Assignment.
3. Amendment.
(a)
Section 2 of the Agreement is hereby amended by deleting the reference to the
date “December 31, 2008” and replacing it with the date “December 31,
2011.”
(b)
Section 3(a) of the Agreement is hereby amended by deleting the reference to
the
amount “Two Hundred Fifty Thousand Dollars ($250,000)” and replacing it with the
amount “Three Hundred Thousand Dollars ($300,000).”
4. Ratification.
Except
as specifically amended and assigned hereby, nothing herein contained shall
otherwise modify, reduce, amend or otherwise supplement the terms and provisions
of the Agreement, which shall remain in full force and effect in accordance
with
its terms.
5. Governing
Law.
This
Amendment shall be governed by, and be construed in accordance with, the laws
of
the State of New Jersey.
6. Counterparts.
This
Amendment may be executed in one or more counterparts and by the parties hereto
in separate counterparts, each of which when executed shall be deemed to be
an
original but both of which together shall constitute one and the same
Amendment.
IN
WITNESS WHEREOF, Holdings, MST and Executive have executed this Agreement as
of
the date first written above.
MSTI
Holdings, Inc.
By:
/s/ Xxxxxx X. Xxxxxxx
Name:
Xxxxxx
X.
Xxxxxxx
Title:
President
Microwave
Satellite Technologies, Inc.
By:
/s/ Xxxxx X. Xxxxxxxxxx
Name:
Xxxxx
X.
Xxxxxxxxxx
Title:
Chief Technology Officer
Executive:
/s/
Xxxxx
X. Xxxxxxxxx
Xxxxx
X.
Xxxxxxxxx
