Exhibit 10.12
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
(Xxxxxxx)
This AMENDMENT to EXECUTIVE EMPLOYMENT AGREEMENT ("Amendment") is made
as of the 10th day of January, 1997 by and between US WATS, INC., a New
York corporation (the "Company") having an address at 000 Xxxxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxx, XX 00000 and XXXXX X. XXXXXXX
("Executive") having an address at 00 Xxxxxx Xxx, Xxxxxxx, Xxxxxxxxxxxx
00000.
BACKGROUND
Reference is made to the Executive Employment Agreement between the
Company and Executive dated December 16, 1996 (the "Original Agreement").
Capitalized terms used herein and not otherwise defined shall have the
meaning provided for in the Original Agreement. Reference is also made to
the Amended and Restated Stock Option Agreement dated as of January 10,
1997 and the Non-Qualified Stock Option Agreement dated as of January 10,
1997 (together, the "Stock Option Agreement") pursuant to which Executive
was granted certain stock options in respect of shares of the Company's
capital stock. The parties hereto wish to amend the Original Agreement to
eliminate the reference to performance vesting and certain references to
the "Plan" in Section 6 of the Original Agreement.
NOW WHEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Section 6 of the Original Agreement is hereby amended and
restated to read in its entirety as follows:
6. Stock Option Grant. Contemporaneously with the
execution hereof, the Company is granting to the
Executive two (2) five (5) year options to purchase an
aggregate of up to 700,000 shares of Common Stock of
the Company. The options shall be granted pursuant to
two (2) separate Option Agreements, one of which shall
cover an aggregate of 400,000 shares of Common Stock
(the "First Option''), and the second one of which
shall cover 300,000 shares of Common Stock (the "Second
Option"). Under the First Option, 200,000 shares shall
be immediately vested, and 100,000 shares shall be
vested on each successive anniversary of the date of
grant. Under the Second Option, an aggregate of up to
300,000 shares of Common Stock shall vest in 75,000
share increments on each successive anniversary of the
date of grant.
2. All of the terms, conditions, provisions and covenants in the
Original Agreement, the Stock Option Agreement, and all other documents
delivered in connection with any of the foregoing documents shall remain
unaltered and in full force and effect except as modified by this
Amendment. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York. Each and every one of the terms
and provisions of this Amendment shall be binding upon and shall inure to
the benefit of the Company and the Executive and their respective heirs,
devisees, successors and assigns. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
constitute but one and the same instrument.
Attest US WATS, INC.
By: _________________________________ By: ____________________________
Xxxx Xxxxxxx, Assistant Secretary Xxxxx X. X'Xxxx, President
______________________________
Xxxxx X. Xxxxxxx, individually
