EXHIBIT 10.10b
AMENDMENT TO EMPLOYMENT AGREEMENT
This "Amendment to Employment Agreement" (this "Amendment") is made on the
22nd day of January 1999 by and between IFS International, Inc., a Delaware
corporation (the "Company"), IFS International, Inc., a New York corporation and
a wholly owned subsidiary of the Company, and any other subsidiary of the
Company and Xxxxx Xxxxxxxx (the "Executive"), based on the following:
A. On May 12, 1998, the Company and the Executive executed that certain
"Employment Agreement" (the "Agreement") whereby the Company retained the
services of the Executive as its Senior Vice President of Sales. In October
1998, the Executive was appointed as Executive Vice-President of IFS
International, Inc., a New York corporation, and continues to be responsible for
worldwide sales and marketing of the Company's products and services.
B. The Company and the Executive wish to modify the Agreement pursuant to
the terms of this Amendment.
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. Modification to Section 3(a). Section 3(a) of the Agreement shall be
deleted in its entirety and the following shall appear in its place:
Initial Term. Unless this Agreement is previously terminated by either
party as provided in sections 11 or 12 below, the Companies hereby employ the
Executive pursuant to the terms of this Agreement, and the Executive hereby
accepts such employment, for the period beginning on February 24, 1998 and
ending on February 24, 2003 (the "Initial Term").
2. Modification to Section 4(a). Section 4(a) of the Agreement shall be
deleted in its entirety and the following shall appear in its place:
Annual Base Salary. During the Term, the Companies shall pay to the
Executive an annual base salary which shall consist of a fixed portion and a
commission portion. (Together, the fixed portion and the commission portion
shall be hereinafter referred to as the "Annual Salary.") The fixed portion of
the Annual Salary shall initially be in the amount of Xxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx Xxxxxx dollars (US$130,000), converted to UK Sterling at a fixed
exchange rate of one (1) pound Sterling to one and one half United States
dollars ($1.50). The commission portion of the Annual Salary shall consist of:
(i) an amount which equals 8% of gross revenues earned on the sale of the
Companies' licenses and services obtained through the efforts of the Executive,
and (ii) an amount which shall be computed as the difference between the
commissions earned by each of the remaining sales employees as a result of his
or her sale of the Companies' licenses and services and 8% of such sales
(sometimes called a "commission over-ride"). The Annual Salary shall be subject
to any Tax Withholdings and/or Employee Deductions that are applicable. The
fixed portion of the Annual Salary shall be paid to the Executive in equal
installments in accordance with the periodic payroll practices of the Companies
for executive employees. The percentage portion of the Annual Salary shall be
paid to the Executive upon receipt by the Companies of payment from the
customer.
3. Modification to Section 4(b). Section 4(b) of the Agreement shall be
deleted in its entirety and the following shall appear in its place:
Performance Bonus. The Chief Executive Officer shall from time-to-time, but
not less than one (1) time per year, evaluate the performance of the Executive
and award to the Executive a performance bonus (the "Performance Bonus") in such
amount as the Chief Executive Officer may determine, in his sole discretion, to
be reasonable, after taking into consideration other compensation paid or
payable to the Executive under this Agreement, as well as the financial and
non-financial progress of the business of the Companies and the contributions of
the Executive toward that progress. In no event shall the Performance Bonus be
more than twenty-five percent (25%) of the fixed portion of the Executive's
annual salary. Payment of the Performance Bonus shall be subject to any
applicable Tax Withholdings and/or Employee Deductions.
4. Modification to Section 4(e). Section 4(e) of the Agreement shall be
deleted in its entirety and the following shall appear in its place:
Stock Options. The Company has granted to the Executive, prior to the
execution of this Agreement, fifty-five thousand (55,000) options (the "1988
Options") to purchase the Company's common stock pursuant to the terms and
conditions of the 1988 IFS International, Inc. Stock Option Plan and twenty
thousand (20,000) options (the "1996 Options") to purchase the Company's common
stock pursuant to the terms and conditions of the 1996 IFS International, Inc.
Stock Option Plan. The purchase price per share for the 1988 Options and the
1996 Options shall be in accordance with the plans under which they were issued.
In conjunction with the execution of this Agreement, the Executive shall receive
one hundred fifty thousand (150,000) options to purchase the Company's common
stock (the "1998 Options"), the terms and conditions of which shall be governed
by the 1998 IFS International, Inc. Stock Plan. The Executive agrees to be bound
by the terms of the 1998 IFS International, Inc. Stock Plan as adopted. The 1998
Options shall vest over a period of five (5) years, thirty thousand (30,000)
shares on each anniversary of the execution of this Agreement. The purchase
price per share for the 1998 Options shall be the fair market value of the
Company's common stock as of the date of the grant. Subject to the requirements
of any state or federal securities laws of the United States, the common stock
to be acquired by exercise of the options granted hereunder shall be freely
tradeable. Subject to the terms and conditions of the 1998 IFS International,
Inc. Stock Plan, the Executive shall be entitled to exercise the options with
cash, or will be entitled to a "cashless" exercise using other common stock of
the Company, or will be entitled to exercise the options using any other
consideration acceptable to the Company.
5. Deletion to Section 4(f). Section 4(f) shall be deleted in its entirety
and not replaced.
6. Deletion to Section 12(g). Section 12(g) shall be deleted in its
entirety and not replaced.
7. Modification to Section 12(h). The last sentence of Section 12(h) shall
be modified to state the following: "Notwithstanding the foregoing, amounts
which are vested in any Employee Benefit Plans, including stock options, shall
be payable in accordance with such plan."
8. Modification to Section 13. Section 13 shall be deleted in its entirety
and the following shall appear in its place:
In the event the Executive's employment hereunder is terminated before the
expiration of a Term, and such termination is attributable to (i) an event
defined as a Change in Control; (ii) an event defined as a Termination by
Executive for Good Reason; and/or (iii) termination by the Board of Directors of
IFS International, Inc., a Delaware corporation, which does not constitute a
Termination for Cause; then all rights and obligations of the Companies and the
Executive under section 2 [Employment Obligations], section 4 [Compensation],
section 5 [Allowances], section 6 [Business Expenses], and section 8 [Personal
Time-Off] shall terminate as of the effective date of the termination date;
provided, however: that the Executive shall receive, in a lump sum and without
discount to present value, an amount equal to: the sum of the Executive's Annual
Salary (calculated at the then current rate) plus Performance Bonus (calculated
as twenty-five percent (25%) of the fixed portion of the Executive's Annual
Salary) multiplied by the larger of either (x) the number of years then
remaining in the term of this Agreement (calculated to the nearest day as of the
termination date), or (y) two years. In addition:
(a) All stock options which have been or are scheduled to be granted during
the Term of this Agreement pursuant to section 4(e) shall become fully vested at
the xxxxx xxxxx and the Companies shall pay to the Executive a sum which shall
permit the Executive to exercise, in his sole and absolute discretion, all or
some of the options;
(b) At the election of the Executive, the Companies shall (i) provide to
the Executive and his spouse and dependents, for a period of twelve (12) months,
medical, dental, and vision insurance and, to the Executive, disability
insurance, which benefits shall be comparable to the benefits received by the
Executive at the time of termination of his employment; or (ii) provide to the
Executive additional compensation, payable on a monthly basis, which would
approximate the cost to the Executive to obtain such comparable benefits;
(c) The Companies shall reimburse the Executive for the Executive's
business expenses incurred through the effective date of the termination, within
three (3) business days of the Executive's submission of the Executive's expense
report to the Companies.
The Companies shall gross-up the payment comprised of the Executive's
Annual Salary plus Performance Bonus to cover the payment of any and all taxes,
of any kind or nature, that are incurred by the Executive as a result of his
receipt of the foregoing compensation.
The Executive shall not be required to mitigate the amount of any payment
pursuant to this section 13 by seeking other employment or otherwise, and no
such payment shall be offset or reduced by the amount of any compensation or
benefits provided to the Executive in any subsequent employment. The provisions
of this section 13 shall not be deemed to prejudice the rights of the Companies
or the Executive to any remedy or damages to which such party may be entitled by
reason of a breach of this Agreement by the other party, whether at law or
equity.
9. Deletion of Section 14. Section 14 shall be deleted in its entirety and
not replaced.
10. All Other Terms and Provisions of the Agreement To Remain. The parties
agree that all other terms and provisions of the Agreement shall remain the
same.
11. Electronically Transmitted Documents. This Amendment shall have no
force and effect until it is fully executed by all parties hereto. If a copy or
counterpart of this Amendment is originally executed and such copy or
counterpart is thereafter transmitted electronically by facsimile or similar
device, such facsimile document shall for all purposes be treated as if manually
signed by the party whose facsimile signature appears.
WHEREFORE, the parties hereto have executed this Agreement in the City of
Albany, State of New York, as of the date first set forth above.
IFS INTERNATIONAL, INC.
A Delaware Corporation
By:_____________________________________
President and Chief Executive Officer
By:_____________________________________
Chairman of the Compensation Committee
of the Board of Directors
By:_____________________________________
Chairman of the Board of Directors
By:_____________________________________
Secretary
IFS INTERNATIONAL, INC.
A New York Corporation
By:_____________________________________
President and Chief Executive Officer
EXECUTIVE:
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Xxxxx Xxxxxxxx
