Exhibit 10.55
AMENDMENT NUMBER FOUR TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER FOUR TO EMPLOYMENT AGREEMENT (this "Amendment")
is effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC.,
a Delaware corporation ("STAR"), and XXXX XXXXX ("EXECUTIVE").
RECITALS:
A. STAR (or STAR Vending, Inc., a Nevada corporation, predecessor in
interest to STAR) and Executive are parties to that certain Employment Agreement
effective as of July 14, 1995, as amended by that certain Amendment Number One
to Employment Agreement effective as of January 1, 1996, that certain Amendment
Number Two to Employment Agreement effective as of July 15, 1996, and that
certain Amendment Number Three to Employment Agreement effective as of July 1,
1997 (collectively, the "Employment Agreement"), pursuant to which Executive is
employed by STAR.
B. The parties desire to modify certain terms of the Employment
Agreement, as set forth in this Amendment.
AGREEMENTS:
NOW, THEREFORE, the parties agree to amend the Employment Agreement as
follows:
1. DEFINED TERMS. Capitalized terms used in this Amendment and not
otherwise defined shall have the meanings ascribed to them in the Employment
Agreement. From and after the date hereof, the term "Agreement" as used in the
Employment Agreement will mean the Employment Agreement as amended by this
Amendment, unless and until such Employment Agreement may again be amended.
2. AMENDMENT OF SECTION 7. Section 7 of the Employment Agreement is
hereby amended to read in its entirety as follows:
"7. TERMINATION.
7.1 METHODS OF TERMINATION. This Agreement and the
employment of Executive may be terminated at any
time:
A. By mutual agreement of the parties.
B. By STAR if Executive dies or becomes
physically or mentally disabled (the term
"disabled" shall mean any mental or physical
illness or disability that renders the
Executive unable to perform the essential
functions of her position, after reasonable
accommodation of such disability by STAR).
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C. By STAR, for cause, if Executive (a) has
committed any material act of dishonesty,
fraud or misrepresentation or any act of
moral turpitude; (b) is in default in the
performance of Executive's material
obligations, services or duties under this
Agreement; or (c) has failed to execute
specific instructions from STAR's Board of
Directors or executive officers, which
failure is not corrected by Executive after
reasonable notice from STAR.
D. By STAR, without cause, at any time
during the term of this Agreement.
E. By the Executive if STAR is in default of
its material obligations or duties under
this Agreement.
F. By the Executive, without cause, at any
time during the term of this Agreement.
7.2 CONSEQUENCES OF TERMINATION. Executive shall be
entitled to the following compensation in the event
of a termination:
A. In the event of any termination under
Sections 7.1A, 7.1B, 7.1C, or 7.1F,
Executive (or, in the event of Executive's
death, her estate) shall be entitled to
receive compensation accrued and payable to
her as of the date of termination or death,
and all other amounts payable under this
Agreement shall thereupon cease.
B. In the event of any termination under
Section 7.1D or Section 7.1E, then Executive
shall continue to receive the compensation
provided in this Agreement until the
expiration of this Agreement. Any amounts
earned by her (other than through her
personal investment activities) prior to
such expiration by virtue of other
employment shall be deducted from amounts to
which she is entitled under this Agreement.
7.3 IRC VIOLATIONS. Any provision in this Agreement
to the contrary notwithstanding, in no event will
Executive receive a payment which would trigger the
excise taxes and disallowance of deductions
contemplated by Sections 280G and 4999 of the
Internal Revenue Code of 1986, as amended (the
"Code"). In the event that any amount calculated
would result in such a payment, such amount shall be
reduced to the largest amount that would not result
in such a payment. This reduction shall apply to any
and all compensation, including compensation pursuant
to stock option grants governed by separate agreement
between STAR and Executive. If, at the time of any
such payment, no stock of STAR is readily tradeable
on an established securities market or otherwise,
then STAR agrees to use its best efforts to cause
such payment to meet the exemption set forth in
Sections 280G(b)(5)(A)(ii) and (B) of the Code, so
that no reduction will be required under this
Agreement."
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3. CONFIRMATION. Except as specifically amended by this Amendment, the
Employment Agreement will continue unchanged, and the terms and conditions of
the Employment Agreement, as amended by this Amendment, are ratified and
confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first set forth above.
"STAR"
STAR TELECOMMUNICATIONS, INC.,
a Delaware corporation
By:
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Xxxxxxxxxxx X. Xxxxxxxx,
Chief Executive Officer
"EXECUTIVE"
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Xxxx Xxxxx
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