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EXHIBIT 10.50
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Second Amendment") is made and entered into as of January 12, 1998, by and
between COMNET Corporation, a Delaware corporation ("Company") and Xxxxxx X.
Xxxxx, a Maryland resident (Employee").
WHEREAS, Company and Employee entered into that certain Amended Restated
Employment Agreement dated as of January 28, 1992, and the First Amendment
thereto, dated August 15, 1997 (the "Agreement"), regarding various terms and
conditions of employment of Employee with respect to Company; and
WHEREAS, Company and Employee wish to amend the Agreement, but only with
respect to the terms set out herein; and
WHEREAS, Company and Employee are mutually desirous that such
satisfactory employment relationship should continue under the terms and
conditions of the Agreement, as amended.
NOW THEREFORE, in consideration of mutual promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Company and Employee intending to be legally bound hereby
agree to amend the Agreement as follows:
1. Section 4 of the Agreement is hereby modified to include the following
new Subsection (d):
d. Notwithstanding the provisions set out in Section 4(a), above,
Xxxxx shall be entitled to a base salary of Three Hundred and Forty Thousand,
One Hundred Four Dollars ($340,104), as the base salary identified in Section
4(a), above, as adjusted pursuant to Section 4(b), above. This salary level
shall take effect from the effective date of this Second Amendment, as Xxxxx has
determined in his sole discretion that the financial performance of the Company
has materially improved and Xxxxx has so notified the Compensation Committee of
the Board of Directors of the Company.
2. Group 1 and Xxxxx hereby affirm that the Agreement, as amended hereby,
remains in full force and effect, and is not further modified hereby.
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment as of the date first written above.
COMNET Corporation
By: [SIG]
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Its: Chief Financial Officer
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/s/XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Individually