EXHIBIT 10.5
Wire One Technologies, Inc.
000 Xxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
April 24, 2002
Xx. Xxxxxxx Xxxxxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Dear Xxxx:
This letter, when accepted by you, shall constitute an amendment to the
employment agreement (the "Agreement") dated January 2, 2001, between Wire One
Technologies, Inc. (the "Company") and you. Capitalized terms not defined herein
shall have the respective meanings ascribed to them under the Agreement. The
Company and you hereby agree as follows:
1. Effective as of the date of this Amendment, your title shall be
Executive Vice President and Chief Technology Officer.
2. The Employment Period shall be extended for a fourth year so as to
expire on December 31, 2004.
3. Your base salary compensation for the period January 1, 2004,
through December 31, 2004, shall be payable at the annual rate of
$235,000.
4. Subject to the provisions of this paragraph 3, the Company agrees to
grant to you an additional stock option (the "Option") under the
Company's 2000 Stock Incentive Plan (the "Plan") to purchase 15,000
shares of the Company's common stock (the "Common Stock"), at an
exercise price per share equal to the closing price of the Common
Stock on the NASDAQ National Market on the date hereof. Your right
to exercise the Option shall vest 33 1/3% (i.e., as to 5,000 shares
of Common Stock) on each of the first, second and third
anniversaries of the date hereof. The foregoing, as well as such
other terms and conditions as the Company may deem appropriate,
shall be set forth in a definitive stock option agreement in the
Company's customary form. Your rights as an optionee shall, to the
extent not inconsistent with this agreement, be governed by the
terms of such stock option agreement and the Plan. The Company shall
cause the shares of Common Stock issuable upon the exercise of the
Option to be registered on Form S-8 and/or Form S-3 (or any
successor form) under the Securities Act of 1933, as amended.
5. Except as modified hereby, the Agreement remains in full force and
effect.
Yours very truly,
WIRE ONE TECHNOLOGIES, INC.
By: /s/
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ACCEPTED:
/s/
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Xxxxxxx Xxxxxxxxxx
