As of February __, 1999
Xx. Xxxxxxxx Xxxxxx
Dear Xxxxx:
We are writing to confirm our agreements and understandings regarding your
status under your Employment Agreement, dated as of October 13, 1998 (the
"Employment Agreement"), among you, as "Employee", Tel-Save, Inc., as "Company",
and Xxx-Xxxx.xxx, Inc. (formerly, Tel-Save Holdings, Inc.), as "Holdings", from
and after May 15, 1999 (the "Change Date") (except as otherwise defined herein,
capitalized terms shall be defined as in the Employment Agreement):
1. From and after the Change Date, you, as "Employee" under the
Employment Agreement, will cease to be an employee of Company. The
Company agrees that you terminated your employment under the
Employment Agreement for "Good Reason" as defined in Section 5.4 of
such Agreement and that you are entitled to be compensated (or
continue to be compensated) as provided in Section 6.1 of the
Employment Agreement.
2. Except as specifically provided in paragraphs 4 and 5 of this letter
agreement and except for your entitlement, if any, to indemnification
and reimbursement by Company or Holdings arising out of your having
been an officer or director thereof, provided that you hereby agree to
cooperate with Company or Holdings to the extent reasonably requested
by Company or Holdings in any proceeding that may give rise to any
such indemnification, neither you nor your estate or beneficiaries
shall be entitled to any other payments, compensation, perquisites or
other benefits, from Company or Holdings or any subsidiary thereof,
under or by reason of the Employment Agreement or otherwise and all
such other payments, compensation, perquisites or other benefits are
hereby expressly waived by you (for yourself and for your estate and
your beneficiaries). Company shall withhold any state, federal or
other taxes that it may be required to withhold from or with respect
to any such payments, compensation, perquisites or other benefits.
3. You will be entitled to no additional compensation for serving as a
director of Holdings. While you may, of course, resign as a director
of Holdings at any time, you hereby agree to resign as a director of
Holdings as and when requested by the Chairman of the Board of
Holdings, but not earlier than ______ __, 1999. Furthermore, you agree
that you will, prior
to your resignation as a director, vote in favor of the election or
nomination of your successor as a director or such other person as
shall have been designated as a nominee for director by Company's
Chairman of the Board.
4. You will make yourself available and shall cooperate, in each case to
the extent reasonably requested by Company or Holdings, in respect of
any litigation or other proceedings that arise out of or by reason of
the conduct of Company's or Holding's business or operations during
any time that you were a director or officer thereof, without further
compensation or payment except the payment of your reasonable
out-of-pocket costs and expenses in connection therewith.
5. Except as specifically provided herein, the Employment Agreement shall
continue in full force and effect.
If the foregoing correctly sets forth our agreements and understandings,
please so acknowledge by signing the enclosed copy of this letter agreement in
the space provided and returning it to us, whereupon this shall be a valid and
binding agreement by and among us.
Very truly yours,
Tel-Save, Inc.
By:
------------------------
Name
Title
Xxx-Xxxx.xxx, Inc.
By:
------------------------
Name
Title
Accepted and agreed as of the date first above written:
---------------------------------
Xxxxxxxx XxXxxx
