Exhibit 10.27
January __, 1999
Aquis Communications, Inc.
0000X, Xxxxx 00
Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: AQUIS COMMUNICATIONS, INC. EMPLOYMENT AGREEMENTS
Gentlemen:
Reference is made to the Employment Agreement dated as of July 7, 1998
between Aquis Communications, Inc. (formerly known as BAP Acquisition Corp.)
(the "COMPANY") and Xxxx X. Xxxxxxxx, as amended (the "XXXXXXXX AGREEMENT"), and
the Employment Agreement dated as of November __, 1998 between the Company and
Xxxxx Xxxxxxxx (the "XXXXXXXX AGREEMENT," and together with the Xxxxxxxx
Agreement, the "EMPLOYMENT AGREEMENTS"). Messrs. Xxxxxxxx and Xxxxxxxx are
sometimes hereinafter referred to individually as an "Employee," or collectively
as the "Employees". In connection with the Employment Agreements, the
undersigned Employees wish to amend the Employment Agreements as set forth
below.
Pursuant to Section 12A of the Xxxxxxxx Agreement and Section 12 of the
Xxxxxxxx Agreement, each of the Employment Agreements are terminable at the
option of the Employee who is a party thereto upon a "Change of Control" (as
that term is defined in the Employment Agreements) of the Company. Under each of
the Employment Agreements, a Change of Control is deemed to have occurred upon,
among other things, the approval by the stockholders of the Company of a merger
or consolidation of the Company with any other entity. On November 5, 1998, the
stockholders of the Company unanimously approved the merger of the Company with
and into a wholly-owned subsidiary of Paging Partners Corporation, a Delaware
corporation, substantially upon the terms of an Agreement and Plan of Merger
(the "PAGING PARTNERS MERGER").
By signing below, the undersigned Employees hereby amend, and the
Company hereby consents to the amendment of, the respective Employment Agreement
to which each undersigned Employee is a party by adding the following sentence
immediately following the last sentence of subsection (c) of paragraph of
Section 12A of the Xxxxxxxx Agreement and immediately following the last
sentence of subsection (c) of Section 12 of the Xxxxxxxx Agreement:
"Notwithstanding the foregoing, the merger of the Corporation with and
into a wholly-owned subsidiary of Paging Partners Corporation, a
Delaware corporation, pursuant to the terms of an Agreement and Plan of
Merger dated as of November 6, 1998, as the same may be amended from
time to time, shall not be deemed to constitute a `Change of Control'
of the Company, and no payments shall be owed the Employee under this
paragraph by reason thereof."
Except as specifically set forth herein, the Employment Agreements shall remain
in full force and effect.
Executed as of the date first above written.
Very truly yours,
______________________________
Xxxx X. Xxxxxxxx
______________________________
Xxxxx Xxxxxxxx
AGREED AND ACKNOWLEDGED
AQUIS COMMUNICATIONS, INC.
By:________________________________
(Title)
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