Exhibit 10.6.1
Amendment Number 1 to Employment Agreement between Xxxxxxx Xxxxxxxxx
and CTI Group (Holdings), Inc.
This Amendment Number 1 to Employment Agreement between Xxxxxxx
Xxxxxxxxx ("Employee") and CTI Group (Holdings), Inc. ("Company"), is entered
into as of January 18, 2002.
Employee and Company are parties to an Employment Agreement dated as of
May 30, 2000 ("Employment Agreement") and desire to amend the Employment
Agreement as set forth below.
NOW, THEREFORE, the parties hereto, in consideration of the premises
and their mutual covenants and agreements herein set forth and intending to be
legally bound hereby, covenant and agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
respective meanings specified for such terms in the Employment Agreement.
2. The last two sentences of Section 1 of the Employment Agreement are
deleted and replaced in their entirety with the following:
"The parties agree that Company shall be entitled to require Employee
to relocate to its headquarters location. Company shall reimburse
Employee for all reasonable moving and relocation expenses and real
estate commissions payable on the sale and mortgage application fees
and points on the purchase of Employee's primary residence incurred in
connection with such relocation."
3. Section 2.1 of the Employment Agreement is deleted and replaced in
its entirety as follows:
"2.1 Term. The initial term of Employee's employment under this
Agreement shall be a period of three (3) years (the "Initial Term")
commencing as of January 18, 2002, unless sooner terminated in
accordance with the other provisions of this Agreement. At the end of
the Initial Term, this Agreement shall automatically renew for
successive periods of one year (each a "Renewal Term" and together with
the Initial Term, the "Term") unless either party provides written
notice of termination ("Notice of Termination") to the other party at
least six (6) months prior to the end of the then current Initial or
Renewal Term. In such event, this Agreement shall terminate at the end
of the then current Initial or Renewal Term. Employee shall be entitled
to a severance payment equal to half his then current annual Salary and
continued group medical and dental benefits and automobile allowance
for a six month period following termination of employment. The
severance payment shall be made in the same periodic installments that
payments of Salary are being made at the time. In the event that
Company provides such termination notice during the Initial Term, and
if Employee relocated during the Initial Term pursuant to Section 1,
then Employee shall be reimbursed for reasonable relocation and moving
expenses and real estate commissions payable on the sale and purchase
of Employee's primary residence incurred to return to the Philadelphia,
Pennsylvania metropolitan area if such return is within one year after
the end of the Initial Term."
4. The second and third sentences of Section 2.2 of the Employment
Agreement are deleted and replaced in their entirety as follows:
"Such notice shall be provided no later than two months after: 1) the
date of the Change of Control or 2) June 30, 2002 in the event of a
Change of Management. In the event of a termination pursuant to this
Section 2.2, Employee shall be entitled to a severance payment equal
to his then current annual Salary (as defined in Section 3.1), payable
over a 12 month period after the termination date, in the same
periodic installments that payments of Salary are being made at the
time and continued group medial and dental benefits over the 12 month
period."
5. The first sentence of Section 3.1 of the Employment Agreement is
deleted and replaced in its entirety as follows:
"Company shall pay to Employee as compensation for all services
rendered hereunder a base salary of not less than $175,000 per year
("Salary"), payable in accordance with Company's normal payroll
practices for employees."
6. Section 4.2.1 of the Employee Agreement is deleted and replaced in
its entirety as follows:
"4.2.1 Termination upon Disability. If Employee becomes disabled,
Employee shall continue to receive all of his compensation and benefits
in accordance with Section 3 for a period of twelve months following
the Onset of Disability (as defined in this Section 4.2.1). Any amounts
due to Employee under this Section 4.2.2 shall be reduced,
dollar-for-dollar, by any amounts received by Employee under any
Company disability insurance policy or plan ("Disability Payments")
provided to Employee by Company. "Onset of Disability" means the first
day on which Employee shall be unable to attend to his duties on a full
time basis for any 25-day period by reason of physical or mental
incapacity, sickness or infirmity. Company will notify Employee within
14 days in writing upon having made a determination of the Onset of
Disability. If Employee's disability continues for more than six months
or for periods aggregating more than six months during any twelve month
period after the Onset of Disability then, Company shall have the right
to terminate Employee's employment immediately upon notice, and all of
his rights to compensation and benefits in this Agreement shall
simultaneously terminate, except that Employee shall be entitled to any
unpaid portion of his Salary and to any Salary and
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benefits which are to be continued or paid after the Date of
Termination in accordance with the the first sentence of this Section
4.2.1. A determination of Employee's disability shall be subject to the
certification of a qualified physician agreed to by Company and
Employee or, in the event of Employee's incapacity to designate a
physician, Employee's legal representative. In the absence of agreement
between Company and Employee, each party shall nominate a qualified
physician and the two physicians shall select a third physician, who
shall make the determination as to disability."
7. The first pharagraph of Section 5.3 is deleted and replaced in its
entirety as follows:
"5.3.2 Non-competition. During the term of Employee's employment,
hereunder and for a period of six (6) months thereafter and, if
required to be made in accordance with Sections 2.1 and 2.2 of this
Agreement, so long as the required severance payment continues to be
made in a timely manner consistent with the Company's historical
policies. Employee shall not, except with Company's express prior
written consent, directly, or indirectly, in any capacity, for the
benefit of any Person."
8. The addresses set forth for the Company and its attorneys set forth
in Section 6.1 are hereby deleted and replaced in their entireties as follows:
"If to Company:
CTI Group (Holdings) Inc.
000 Xxxxx
Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: President
with a copy to:
Blank Rome Cornisky & XxXxxxxx LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx"
9. The first parenthetical of the second sentence at Section 4.2.3
is deleted and replaced in its entirety with the following:
". . .(1) Employee materially breaches, neglects or fails to
perform his duties under this Agreement (other than such failure
resulting from Employee's incapacity due to physical or mental illness
within the meaning of Section 4.2.2). . ."
10. All other provisions of the Employment Agreement shall not be
affected by this Amendment Number 1 and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreement between Xxxxxxx Xxxxxxxxx and CTI Group (Holdings), Inc.
CTI GROUP (HOLDINGS) INC.
By:
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Xxxxxx Xxxxxxxx,
Chairman of the
Board
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Xxxxxxx Xxxxxxxxx
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