EXHIBIT 10.41
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of June 1, 2000
(the "Effective Date"), is entered into by and between NorthPoint
Communications, Inc. (the "Company") and Xxxxxxx Xxxxx (the "Executive").
WHEREAS, the Company and Executive are parties to that certain
Employment Agreement dated as of March 7, 2000 (the "Original Employment
Agreement").
WHEREAS, the Company and Executive wish to amend the Original
Employment Agreement to revise Executive's salary and title.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Amendment to Section 3.B. Section 3.B. of the Original Employment Agreement
is hereby amended by deleting such section in its entirety and inserting in its
place the following:
"B. Cash Compensation. Executive is paid a base salary at the annual rate
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of Two Hundred Twenty Thousand Dollars ($220,000.00), to be paid in
accordance with the Company's standard payroll policy. Such base salary may
be increased by the Board of Directors in its sole discretion."
2. Successors and Assigns. The provisions of this Amendment shall inure to the
benefit of, and shall be binding upon, the Company, its successors and assigns,
and the Executive, the personal representative of his estate and his heirs and
legatees; provided, however, Executive may not assign, transfer or delegate his
rights or obligations hereunder and any attempt to do so shall be void.
3. Governing Document; Effect of Amendment. This Amendment, the Original
Employment Agreement, the Option Agreement and the Option Plan, and all other
exhibits and attachments thereto, constitute the entire agreement and
understanding of the Company and Executive with respect to the terms and
conditions of Executive's employment with the Company and the payment of
severance and other benefits, and supersedes all prior and contemporaneous
written or verbal agreements and understandings between Executive and the
Company relating to such subject matter. Where the terms of the Option
Agreement conflict with the terms of the Original Employment Agreement, as
amended by this Amendment, the terms of the Original Employment Agreement shall
control. Any and all prior agreements, understandings or representations
relating to Executive's employment with the Company are hereby terminated and
cancelled in their entirety and are of no further force or effect. On and after
the date hereof, each reference in the Original Employment Agreement to the
"Employment Agreement" or the "Agreement" shall mean the Original Employment
Agreement as amended hereby. Except as specifically amended above, the Original
Employment Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Governing Law. The provisions of this Amendment shall be construed and
interpreted under the laws of the State of California applicable to agreements
executed and to be wholly performed within the State of California. If any
provision of this Amendment as applied to any party or to any circumstance
should be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the invalidity of that provision shall in no way
affect (to the maximum extent permitted by law) the application of such
provision under circumstances different from those adjudicated by the court, the
application of any other provision of this Amendment, or the enforceability or
invalidity of this Amendment as a whole. Should any provision of this Amendment
become or be deemed invalid, illegal or unenforceable in any jurisdiction by
reason of the scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
shall be stricken and the remainder of this Amendment shall continue in full
force and effect.
5. Counterparts. This Amendment may be executed in more than one counterpart,
each of which shall be deemed an original, but all of which together shall
constitute but one and the same instrument.
7. No Other Amendments. Except as specifically provided in this Amendment, no
amendments, revisions or changes are made to the Original Employment Agreement.
All other terms and conditions of the Original Employment Agreement remain in
full force and effect and apply fully to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Employment Agreement as of the day and year first above written.
NORTH POINT COMMUNICATIONS, INC.
By /s/ J. Xxxxx Xxxxxx
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Name: J. Xxxxx Xxxxxx
Title: Chairman of Compensation
Committee of the Board of Directors
EXECUTIVE:
/s/ Xxxxxxx Xxxxx
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(Signature)
Xxxxxxx Xxxxx
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(Print Name)
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