Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of March 6, 2001
by and between Network Commerce Inc. ("Network Commerce") and Xxx Xxxxxx
Xxxxxxxxx ("Employee" or "you").
Network Commerce and Employee entered into an employment agreement by
letter dated May 23, 2000 (the "Employment Agreement"). Network Commerce and
Employee desire to amend the Employment Agreement in the manner described
herein.
NOW, THEREFORE, for valuable consideration, the parties agree that the
Employment Agreement is hereby amended as follows:
1. The following paragraph set forth in the Employment Agreement is hereby
deleted and shall have no further force or effect:
"If you voluntarily resign from Network Commerce, Inc., Network Commerce,
Inc. shall pay you six months of salary, plus continue all benefits for six
months."
In its place, the following paragraph is added to the Employment Agreement
to read as follows:
"In lieu of paying you six months of salary in the event you voluntarily
terminate your employment with Network Commerce, Network Commerce shall pay you
the sum of $212,000.00 upon execution of this Amendment. Network Commerce shall
also continue your benefits for six months following the effective date of
termination."
2. The following paragraph set forth in the Employment Agreement is hereby
amended in its entirety to read as follows:
"If Network Commerce terminates you (for a reason other than Cause,
disability or death), breaches this agreement (and fails to correct breach
within 30 days of notice), or causes you to resign by materially reducing your
compensation, changing your job title without your consent, materially reducing
your job responsibilities, changes your reporting directly to the Chairman &
CEO, changes your stature, or requires that you relocate outside the greater
Seattle area, Network Commerce shall continue to pay your salary for 6 months
from termination. Network Commerce shall also pay you the pro rata share of your
guaranteed bonus for 12 months from termination, continue to provide all
benefits for 12 months and all unvested options granted to you shall immediately
vest. Cause means intentional misconduct that has a material adverse effect on
Network Commerce Inc. Misconduct by you will be considered Cause only if you
have received written notice from the Network Commerce Board of the misconduct
and you have not cured the misconduct within 15 business days of your receipt of
the notice.
3. Nothing in this Amendment is intended to cancel or otherwise modify the
payments to be made by Network Commerce to you on March 31, 2001 and June 30,
2001 which are more fully described in the Employment Agreement.
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4. Except as expressly modified hereby, the Employment Agreement remains in
full force and effect.
DATED as of the day and year first above written.
NETWORK COMMERCE: EMPLOYEE:
Network Commerce Inc.
By:/s/ Xxxxxx Xxxxxx By: /s/ Xxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx Xxx Xxxxxx Xxxxxxxxx
Chairman & CEO
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