GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
November 10, 1997
Xx. Xxxxx Xxxxx
000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxxx:
This letter sets forth certain amendments to the employment agreement dated
as of February 29, 1996 ("Employment Agreement") between you and Global
Telecommunication Solutions, Inc. ("Company"). Upon your review and acceptance
of the terms set forth herein, and in consideration of your acceptance of your
new title and duties commensurate therewith, the Employment Agreement shall be
immediately deemed amended as follows:
1. Section 1.1 of the Employment Agreement is hereby amended to provide
that, as of January 1, 1998, your title shall be Executive Vice President of
Business Affairs and General Counsel.
2. Section 2.1 of the Employment Agreement is hereby amended to provide
that, as of January 1, 1998, your Salary (as defined in the Employment
Agreement) shall be increased from $140,000 per annum to $150,000 per annum and
that you shall be entitled to receive, within 30 days of the end of each
calendar year of the Employment Term, a bonus (in addition to any other bonuses
that may be granted to you by the Board of Directors) in an amount equal to the
difference between $175,000 and your Salary at the year's end; and
3. Section 3 is amended as follows to read in its entirety, as follows:
"3. Term and Termination.
3.1 The term of this Agreement shall continue until December 31,
2000, unless sooner terminated as herein provided. Notwithstanding the
foregoing, the Company may terminate this Agreement without cause at
any time, upon 30 days' prior written notice to Executive in which
event, (a) Executive shall continue to receive his Salary, in
accordance with the Company's regular payroll schedule, through the
remainder of the Employment Term; and (b) Executive shall be paid,
within 30 days of any such termination, a cash bonus equal to the last
cash bonus paid to Executive pursuant to Section 2.1; provided,
however, that in the event of any termination without cause occurring
after any Change of Control, as defined in Section 3.6 below,
Executive shall be entitled to receive all payments set forth in (a)
and (b) above, in a single lump sum payment within seven days of such
termination.
3.2 If Executive dies during the term of this Agreement, this
Agreement shall thereupon terminate, except that the Company shall pay
to the legal representative of Executive's estate the Salary due
Executive pursuant to Section 2.1 hereof through the one-year
anniversary date of Executive's death, plus, within 30 days of
Executive' death, a cash bonus equal to the last cash bonus paid to
Executive
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pursuant to Section 2.1, less any amount Executive's estate receives
from any Company-sponsored or Company-paid source of insurance.
3.3 The Company, by notice to Executive, may terminate this
Agreement if Executive shall fail because of illness or incapacity to
render, for six consecutive months, services of the character
contemplated by this Agreement. Notwithstanding such termination, the
Company shall pay to Executive the Salary due Executive pursuant to
Section 2.1 hereof through the date of such notice, plus, within 30
days of such notice, a cash bonus equal to the last cash bonus paid to
Executive pursuant to Section 2.1, less any amount Executive receives
for such period from any Company-sponsored or Company-paid for source
of insurance, disability compensation or government program.
3.4 The Company, by notice to Executive, may terminate this
Agreement for cause. As used herein, "cause" shall include but not be
limited to: (a) the refusal or failure by Executive to carry out
specific directions of the Board of Directors or the Chairman of the
Board which are of a material nature and consistent with his status as
Executive Vice President of Business Affairs and General Counsel, or
the refusal or failure by Executive to perform a material part of
Executive's duties hereunder; (b) the commission by Executive of a
material breach of any of the provisions of this Agreement; (c) common
law fraud or dishonest action by Executive in his relations with the
Company or any of its subsidiaries or affiliates, or with any customer
or business contact of the Company or any of its subsidiaries or
affiliates ("dishonest" for these purposes shall mean Executive's
knowingly or recklessly making of a material misstatement or omission
for his personal benefit); or (d) the conviction of Executive of any
crime involving an act of moral turpitude. Notwithstanding the
foregoing, no "cause" for termination shall be deemed to exist with
respect to Executive's acts described in clauses (a) or (b) above,
unless the Company shall have given written notice to Executive
specifying the "cause" with reasonable particularity and, within ten
business days after such notice, Executive shall not have cured or
eliminated the problem or thing giving rise to such "cause"; provided,
however, that (i) any periodic breach or continual breaching after
notice and cure of any provision of clauses (a) or (b) above; or (ii)
a repeated breach after notice and cure of any provision of clauses
(a) or (b) above involving the same or substantially similar actions
or conduct shall be grounds for termination for cause without any
additional notice from the Company.
3.5 If, for any reason, (i) Executive terminates his employment
with the Company; (ii) the Company terminates Executive's employment
under the terms of this Agreement; or (iii) this Agreement expires
without being renewed or extended, then Executive will resign as a
director of the Company and all of its subsidiaries, effective upon
the occurrence of such termination or expiration, whichever is
applicable.
3.6 A "Change of Control" shall have occurred if (i) the Company,
as a going concern, is sold or otherwise acquired or (ii) any party or
group of parties not owning more than 5% of the outstanding voting
securities of the Company acquires in one or more transactions
beneficial ownership of more than 35% of such securities."
4. Except as provided herein, the Employment Agreement will remain in full
force and effect.
5. In consideration of the amended terms of your employment, you are hereby
being granted simultaneously with the execution of this letter, a cash bonus of
$25,000 (which bonus shall be deemed to have been paid pursuant to Section 2.1
of the Employment Agreement) and options to purchase 75,000 shares of the Common
Stock of the Company (under the Company's 1994 Performance Equity Plan) pursuant
to the terms of an option agreement to be executed by the Company and you
simultaneously herewith.
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If this sets forth our understanding with respect to amending the
Employment Agreement, please so indicate by signing in the space provided below.
Very truly yours,
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
/s/ Xxxxxx Xxxxxx
By:___________________________________
Xxxxxx Xxxxxx, Chairman of the Board
ACCEPTED AND AGREED TO:
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
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