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EXHIBIT 10.7
AMENDMENT NO. ONE
TO GENERAL EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. ONE dated this 2nd day of January, 1996 is made by
and between Intelect Communications Systems Limited, a Bermuda Company (the
"Company") and Peter Leighton (the "Employee"), and is entered into to amend as
set forth herein, the terms and provisions of that certain General Employment
Agreement dated November 1, 1994 by and between the Company and Employee.
For and in consideration of the mutual covenants and agreements set
forth herein, the Company and Employee hereby amend the General Employment
Agreement as set forth herein:
1. Term. Section II of the General Employment Agreement is hereby
amended to be and read as follows:
II. TERM. Subject to the provisions for termination as
hereinafter provided, the term of this Agreement, as
amended from time to time, shall be for an initial
term from November 1, 1994 to December 31, 1996.
Thereafter, the term shall be continuous provided,
however, that this Agreement may be terminated by
Employee or the company in the following manner: if
either party so desires to terminate this Agreement,
it shall provide written notice to the other party,
and the effective date of such termination shall be
on the next December 31 following three (3) years
from the other party's receipt of such notice of
termination. For example, if a party sends notice of
termination and it is received by the other party on
July 1, 1998, then the effective date of termination
shall be December 31, 2001.
2. Position. Section III of the General Employment Agreement is
hereby amended to be and read as follows:
III. POSITION. Employee has extensive experience in
management, debt and equity financing, mergers and
acquisitions, administration and public reporting of
international corporate groups which is deemed
beneficial to the Company and which the Company
wishes to apply to its activities and plans. Employee
will hold the executive position of President and
will be the Company's designee for similar or related
positions on the boards of directors of the Company's
subsidiaries and affiliates, which may also provide
for compensation for such additional responsibilities
and obligations. Employee will be responsible for
advising and making recommendations to the Board of
Directors of the Company with respect to the best
interests of the Company. He will operate within the
Company's bylaws, goals, guidelines, budgets,
directives, policies and procedures.
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3. Compensation, The first sentence of Section IV is hereby
amended to be and read as follows:
IV. COMPENSATION. Employee's basic compensation
("Basic Compensation") shall be $250,000 for each
yearly period of the Term of this Agreement payable
in equal monthly installments on the last day of each
month or as otherwise agreed upon between the
parties.
4. Miscellaneous. A new Section XIV shall be added, and such
Section XIV as added shall be and read as follows:
XIV. MISCELLANEOUS. It is expressly agreed between the
Company and Employee that with respect to any options
granted by the Company to the Employee which are
outstanding as of the effective date of termination
of this Agreement, the expiration date of such
options shall be the effective date of termination of
this Agreement. In addition, in the event the Company
terminates Employee's employment pursuant to the
second sentence of Section X of this Agreement, all
unvested options issued and outstanding to Employee
as of the date of such termination shall vest upon
such termination. The parties agree that all
currently issued and outstanding options and all
options to be granted in the future to Employee shall
reflect the agreements set forth in this Section XIV.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"COMPANY"
INTELECT COMMUNICATIONS
SYSTEMS LIMITED
/s/ HERMAN FRIETSCH
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Herman Frietsch, Executive Chairman
"EMPLOYEE"
/s/ PETER G. LEIGHTON
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Peter G. Leighton