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Exhibit 10.18
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment to Employment Agreement, dated as of February 16, 2002 (the
"Amendment"), by and between Learn2 Corporation (successor to Learn2.com, Inc.)
(the "Company") and Marc E. Landy ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 16, 1999, as amended by the Amendment to Employment
Agreement dated as of February 16, 2001 (collectively, the "Employment
Agreement"); and
WHEREAS, the Company and Executive desire to further amend the
Employment Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 2 of the Employment Agreement is hereby amended and restated to
read as follows:
The term of this Agreement (the "Term") shall be for a period
commencing on the date hereof and continuing through February
16, 2003; subject to earlier termination in accordance with
the terms and conditions contained in Section 7 hereof.
Section 3 of the Employment Agreement is hereby amended to read in full
as follows:
During the Term, Executive shall perform his services at the
principal place of business of the Company which will be
located at 111 High Ridge Road, Stamford, Connecticut 06905.
Executive shall be furnished with office facilities and
services suitable to his position and suitable for the
performance of his duties. Executive acknowledges and agrees
that in connection with his employment, however, he may be
required to travel on behalf of the Company.
Section 7.1 of the Employment Agreement is hereby amended to
read in full as follows:
Executive shall be entitled to terminate his employment for
"Good Reason." For purposes of this Agreement, "Good Reason"
shall mean (without Executive's express prior written consent
as a shareholder or otherwise) (i) failure by the Company to
pay any compensation when due hereunder, (ii) any significant
reduction by the Company of Executive's authorities, powers,
functions, duties or responsibilities in managing the
Company's business or the assignment of duties to Executive by
the Chief Executive
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Officer of the Company inconsistent with Executive's position
(except in connection with termination of Executive's
employment for Cause (as defined in section 7.4), as a result
of Disability (as defined in Section 7.2), as a result of
Executive's death or by Executive other than for Good Reason),
(iii) any material breach by the Company of any other material
provision of this Agreement or (iv) any attempt by the Company
or any successor changing the place of Executive's employment
from within reasonable proximity to Stamford, Connecticut. If
Executive desires to terminate his employment with the Company
for Good Reason, he shall first give written notice of the
facts and circumstances providing Good Reason to the Company,
and shall allow the Company no less than twenty (20) days to
remedy, cure or rectify the situation giving rise to Good
Reason.
Section 8.1 of the Employment Agreement is hereby amended to
read in full as follows:
(i) If Executive terminates his employment pursuant to Section
7.1, or (ii) if Executive's employment is terminated by the
Company without Cause, or (iii) if the Company determines not
to extend the Term of this Agreement for a one (1) year
period, Executive shall be entitled to (A) receive Executive's
Base Salary and benefits as set forth in Section 5 to which
Executive is entitled up to and including the effective date
of Executive's termination of employment hereunder, (B)
receive Executive's Base Salary paid consistent with the
Company's payroll practices for one (1) year from the
effective date of Executive's termination of employment
hereunder, (C) with respect to all fully vested options owned
by Executive on the effective date of Executive's termination
of employment hereunder, the privilege of exercising the
unexercised portion of the options upon the later of (x) one
(1) year from the effective date of Executive's termination of
employment hereunder or (y) thirty (30) days from the
expiration of any restriction on the sale, transfer or other
disposition of the shares of Common Stock underlying the
options entered into by Executive at the request of the
Company, and (D) receive an amount equal to the higher of (x)
any bonus or incentive compensation Executive earned or
received with respect to the prior fiscal year or (y) Forty
Thousand Dollars ($40,000). Executive also shall be entitled
to receive, during the period he is being paid Base Salary
under this Agreement, coverage under the benefit programs,
plans and practices of the Company provided under Section 5.1.
In the event that Executive is unable to participate in such
benefit programs, plans and practices due to his termination
of employment with the Company,
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the Company shall make cobra payments for his benefit during
the period he is being paid Base Salary under this Agreement.
This Agreement contains the entire understanding between
Executive and the Company and supersedes in all respects any
prior or other agreement or understanding between the Company
and Executive as to the matters set forth herein.
Notwithstanding the foregoing, nothing herein shall cause the
Company to maintain Executive's status as an employee of the
Company after termination.
Except as expressly amended hereby, the Employment Agreement
shall remain in full force and effect.
In Witness Whereof, the parties have executed this Amendment
as of the date first written above.
LEARN2 CORPORATION
By:
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Name: Robert H. Ewald
Title: Chairman of the Board
EXECUTIVE
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Marc E. Landy
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