Exhibit 10.15.2
[VIA LOGO]
VIA
XXX.XXXXX
October 21, 1999
VIA FEDERAL EXPRESS
Antonio Tavares
Xxx Xxxxxxxx Xxxxxxxx, 000 - 0xx xxxxx
00000-000, Xxx Xxxxx
Xxxxxx
Dear Xxxxxxx:
In addition to the matters covered by the Termination Agreement dated October
21, 1999, and in order to complete your transition from CEO of Dialdata Internet
Systems S.A. to Vice President, Latin America Region of VIA XXX.XXXXX, Inc., we
need to make sure that certain provisions of your Retention Agreement with
Dialdata Internet Systems S.A. dated December 29, 1998 remain in effect.
Specifically, we would like to confirm your agreement that notwithstanding the
termination of the Retention Agreement with Dialdata, for the purposes of your
employment with VIA, Section 09 relating to your agreement not to compete with
Dialdata for a period of eighteen (18) months after you cease to be an officer
of Dialdata, shall apply in full effect upon the termination of your employment
with VIA as follows:
SECTION 09. From the date hereof until eighteen (18) months following
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the date on which you cease to be an officer of VIA XXX.XXXXX, Inc. (the
"Restriction Period"), neither you, nor any of your relatives up to second
degree or any entity with respect to which you, directly or indirectly,
individually or collectively, owns more than (thirty percent) 30% of the
total voting securities or other ownership interests (each a "Subsidiary"),
shall:
(a) directly, or indirectly through any other individual or Subsidiary:
(i) own, (ii) manage (as an employee, consultant or otherwise), (iii)
operate, (iv) render services to, (v) become interested in or associated
with, (vi) join in, (vii) control (by virtue of ownership of voting
securities, contract or otherwise), (viii) participate in, or (ix)
otherwise carry on any Competing Business as hereinafter defined. For
purposes of this Agreement, a "Competing Business" shall include any
entity, person, individual or business other than Dialdata Internet
Systems, Inc. ("Dialdata") engaged in the activity of providing internet
connectivity and value
added services, including, but not limited to, internet access, domain
registration, web hosting, web site management, intranet, extranet,
electronic commerce and virtual private network services in Brazil;
(b) directly, or indirectly through any other individual or Subsidiary,
enter into any employment agreement or contractual relationship of any
nature with or related to any Competing Business, except with VIA
XXX.XXXXX, Inc. or any affiliate of VIA XXX.XXXXX, Inc.;
(c) directly, or indirectly through any other individual or Subsidiary,
solicit, entice, persuade or induce any Employee, as hereinafter defined,
to: (i) terminate or refrain from renewing or extending his or her
employment with Dialdata; or (ii) enter into any contractual relationship
with any Competing Business. For purposes of this Agreement, "Employee"
shall mean and include all persons employed by Xxxxxxxx on the date hereof
or at the time of taking of any of the actions prohibited by this Section
1(c);
(d) directly, or indirectly through any other individual or Subsidiary,
solicit, entice, or induce any Customer or Supplier, as hereinafter
defined, to terminate, reduce or refrain from renewing or extending its
contractual or other relationship with Dialdata, to become a customer of or
to enter into any contractual or other relationship with any Competing
Business. For purposes of this Agreement, "Customer" shall mean and include
all individuals or entities that acquire services from Dialdata during the
Restriction Period, and "Supplier" shall mean and include all entities from
whom Dialdata purchased or leased services, goods or other supplies during
the Restriction Period.
Please indicate your agreement by executing a copy of this letter and returning
it to me.
Thank you,
Sincerely yours,
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Vice President, General Counsel & Secretary
VIA XXX.XXXXX, Inc.
Agreed:
/s/ XXXXXXX XXXXXXX XXXXXXX XXXXXXX
________________________________________
XXXXXXX XXXXXXX XXXXXXX XXXXXXX
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