THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VOIP INC. AND SHAWN LEWIS
Exhibit
4.6
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
VOIP INC. AND XXXXX XXXXX
The
within is a Third Amendment to the Employment Agreement executed on May 31,
2005
and amended on July 28, 2005 and again on September 14, 2006 between
VOIP INC.
, a
Texas corporation (the “Company”) and
XXXXX XXXXX
(the
“Executive”).
WHEREAS,
the
Company and the Executive entered into an employment agreement executed on
May
31, 2005 (“Prior Agreement”); and
WHEREAS,
the
Prior Agreement was amended on July 28, 2005 (“First Amendment”);
and
WHEREAS,
the
Prior Agreement was amended again on September 14, 2006 (“Second Amendment”);
and
WHEREAS,
the
Company and the Executive desire to amend the Second Amendment.
NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES AND OTHER
GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT
IS
MUTUALLY AGREED AS FOLLOWS:
1. Amendments
Valid and Subsisting.
The
Company and Executive agree that the Prior Agreement, the First Amendment and
Second Amendment are valid, subsisting and binding.
2. Stock
Compensation.
The
Company and Executive agree that Section 3 of the Second Agreement is
revised as follows:
The
Company, upon execution of the within Amendment, agrees to issue to Executive
10,000,000 shares of Common Stock of the Company, par value $0.001 (the “Common
Stock”) of the Company. The Company further agrees to use its best efforts to
register these shares in the next registration statement filed by
Company.
It
is
further agreed that Executive will be entitled to receive additional Common
Stock grants from time to time during the term of the within Agreement to assure
that Executive has the right to maintain beneficial ownership of the Company's
Common Stock in the equivalent of a minimum of 8% (eight percent) of the fully
diluted (issued, options, warrants, and all preferred conversions) shares of
Common Stock. The Company will issue any additional common shares to Executive
pursuant to this provision within ten (10) days of the end of a fiscal
quarter.
The
Company grants Executive cost free piggyback registration rights for the shares
underlying this Agreement and will use its best efforts to register the
underlying shares in a Form S-8 Registration statement, or thereafter in the
next registration statement filed by the Company.
3. Board
Approval.
The
Company warrants and represents to Executive that the Board of Directors of
the
Company has ratified, adopted and approved the within Agreement, and that the
Company will take the necessary action to file the appropriate Disclosure Report
with the Securities and Exchange Commission.
IN
WITNESS WHEREOF,
the
undersigned have set their hands and seals this 4th day of May,
2007.
