Exhibit 10.4
Dated as of June1, 2001
Xxxxxx Xxx Xxxx
000 Xxxxx Xxxx Xxxx
Xxx Xxxxxxxxxx, XX 00000
Dear Xxxxxx,
Reference is made to the employment agreement between you and EasyLink
Services Corporation (formerly Xxxx.xxx, Inc., "EasyLink") dated February 23,
2001 (the "Employment Agreement"). Capitalized terms used herein that are not
defined herein shall have the respective meanings ascribed to such terms in the
Employment Agreement.
EasyLink and Xx. Xxx Xxxx hereby agree to amend Section 2 of the
Employment Agreement, effective upon the Effective Time (as defined below), to
read in its entirety as follows:
"2. Term of Employment. The Company shall not terminate the
Executive without Cause until the later of (i) the second anniversary
of the date hereof, (ii) the release of the Executive's shares of
Xxxx.xxx Class A common stock pledged as collateral to secure the
promissory note in the principal amount of $10 million issued by
EasyLink to AT&T Corp., (iii) the repayment in full of the convertible
promissory note in the principal amount of $2,682,964 million issued to
the Executive pursuant to the Modification Agreement contemplated to be
entered pursuant to the restructure term sheet dated as of the date
hereof between the Executive and EasyLink and (iv) EasyLink offering to
purchase, or arranging for a third party to offer to purchase, shares
of EasyLink Class A common stock held by you for a minimum purchase
price of $1.00 per share in cash yielding to you minimum net proceeds
of $5 million, and, if you accept that offer, EasyLink or the third
party having completed such purchase (the "Initial Term"). After the
Initial Term, the Executive shall be employed at-will and either party
may terminate the Executive's employment for any reason upon thirty
(30) days prior written notice or, in the case of termination by the
Company for Cause (as hereinafter defined), immediately upon written
notice to the Executive."
The forgoing amendment to the Employment shall become effective upon
the issuance of the convertible promissory note in the amount of $2,682,964
pursuant to the Modification Agreement (the "Effective Time"). Except for the
amendment provided herein, the Employment Agreement shall remain in full force
and effect.
If you are in agreement with the foregoing, kindly indicate your
acceptance hereof by signing in the space indicated below.
Very truly yours,
EASYLINK SERVICES CORPORATION
By s/Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
Accepted and Agreed as of the date first above written:
s/Xxxxxx Xxx Xxxx
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Xxxxxx Xxx Xxxx
