EXHIBIT 10.3
AMENDMENT NO. 3 to
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 3 ("Amendment") dated as of April 10, 2003, entered into
by and among Talk America Holdings, Inc., a Delaware corporation (the
"Company"), and Xxxxx Xxxxxx ("Employee").
W I T N E S S E T H :
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WHEREAS, the Company and Employee are parties to an Employment Agreement
dated as of March 24, 2000, as amended (the "Agreement") pursuant to which the
Company employs Employee as its Executive Vice President - Local Services; and
WHEREAS, the Company and Employee desire to amend the Agreement as provided
herein.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agree as
follows:
1. Section 2 of the Agreement is hereby amended in its entirety to read as
follows:
"2. TERM OF AGREEMENT. The term of Employee's employment hereunder shall
commence on March 24, 2000 (the date when Employee commences employment
hereunder, the "Commencement Date") and shall continue in effect until
December 31, 2005, except as hereinafter provided (the "Term")."
2. Section 3.1 of the Agreement is hereby amended in its entirety to read as
follows:
3.1 OFFICER POSITIONS. Except as may otherwise be agreed upon between
Company and Employee, Employee shall perform such duties and have such
responsibilities as Executive Vice President-Direct Sales, and any other
duties and responsibilities as may be assigned or delegated to him from
time to time by Company's Chief Marketing Officer or Company's Board of
Directors (the "Board"), including, without limitation, service as an
employee, officer or director of affiliates (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended (the "Act"))
(hereinafter, "Affiliates") of Company, without additional compensation.
References in this Agreement to Employee's employment with Company shall be
deemed to refer to employment with Company and/or, as the case may be, an
Affiliate, as the context requires. Other than travel in the ordinary
course of business, Employee's duties and responsibilities shall be
undertaken primarily at the current offices of the Company's in Orlando,
Florida, or an office at Employee's residence in Orlando, Florida which
office shall be maintained by Employee at his expense (except for phone and
internet access for such office). Employee shall perform his duties and
responsibilities to the best of his abilities hereunder in a diligent,
businesslike manner. Employee shall devote substantially all of his working
time and efforts to the business and affairs of Company; provided, however,
that nothing in this Agreement shall preclude Employee from (a) engaging in
charitable activities and community affairs, and (b) managing his personal
investments and affairs (subject to the limitations in Section 10 hereof).
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as of the day and year first written above.
TALK AMERICA HOLDINGS, INC. EMPLOYEE
By: /s/ Xxxxxxxx X. Lawn IV /s/ Xxxxx Xxxxxx
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Name: Xxxxxxxx X. Lawn IV Xxxxx Xxxxxx
Title: EVP - General Counsel
and Secretary
