ADDENDUM TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT
This
Addendum to Second Amended and Restated Executive Employment
Agreement (this “Addendum”) is made as of the 27th
day of August, 2007 by and between Mobilepro Corp., a Delaware
corporation (the “Company”), and Jay O. Wright
(“Executive”).
WHEREAS,
the Company and the Executive are parties to that certain
Second Amended and Restated Executive Employment Agreement
dated as of June 6, 2005 (“Original Agreement”),
which states the terms and conditions of the Executive’s
employment as President and Chief Executive Officer of the
Company; and
WHEREAS,
the Company and Executive wish to amend certain provisions of
the Original Agreement, primarily various compensation
provisions, in light of the Company’s sale of its
various businesses and focus on a new direction for the
Company.
NOW,
THEREFORE, in consideration of the foregoing recitals and the
representations, covenants and terms, the parties hereto
hereby agree to amend the Original Agreement as
follows:
Section 1.
Amendment to Section 1
. Section 1 of
the Original Agreement is hereby amended to extend the term of the
Agreement through June 30, 2008.
Section 2.
Amendment to Section 2
. Section 2 of
the Original Agreement is hereby amended as follows:
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2. |
Compensation and
Benefits
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(a)
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Salary .
During the Employment Period, the Company shall pay to Executive,
as compensation for the performance of his duties and obligations
under this Agreement, a base salary during the remainder of 2005 of
Two Hundred Ten Thousand Dollars ($210,000), during 2006, Two
Hundred Forty Thousand Dollars ($240,000), during 2007, Two Hundred
Seventy Thousand Dollars ($270,000) and during 2008 Two Hundred
Forty Thousand Dollars ($240,000). The base salary may be increased
at the discretion of the Board but shall not be reduced during the
term hereof without the consent of Executive.
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(b)
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Bonus .
During the Employment Period, Executive shall be entitled to a
bonus during fiscal 2008 and the first quarter of fiscal 2009 for
achieving three, four or five of the following goals (the
“New Direction Goals”) for the Company: (i) closing of
the sale of the CLEC subsidiaries to USA Telephone; (ii)
eliminating the Company’s existing debt to Yorkville
Advisors, LLC (f/k/a Cornell Capital Partners, LP); (iii) closing
of the sale(s) of at least 80% of the telephones of Davel
Communications; (iv) elimination of the debt of Kite Broadband, LLC
and Kite Networks, Inc. from the Company’s balance sheet,
including any guaranties related thereto; and (v) completing an
acquisition into a new line of business, which acquisition shall
have received board approval. Executive shall receive a cash bonus
of $20,000 for achieving three of the above five New Direction
Goals, $50,000 for achieving four of the above five goals and
$100,000 for achieving all five goals, such bonus to be paid upon
achievement of such goals provided that the Company’s cash
position allows such payment. The Board shall have the discretion
to award an additional bonus of up to $100,000 to Executive based
on the Board’s judgment in its sole discretion. This bonus
shall not affect any bonus previously earned.
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(c)
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Equity .
As partial consideration for entering into the Original Agreement,
the Company hereby grants Executive a warrant in the form attached
hereto as
Exhibit 1 to
acquire five million (5,000,000) shares of the Company’s
common stock, par value $.001 per share (the “Warrant
Shares”) at an exercise price of $0.22 per share to vest
ratably over thirty-two (32) months between April 2005 and December
2007 or immediately if Executive’s employment is terminated
without cause or for good reason (as described in Section 4 hereof)
or due to a change in control, sale of a majority of the common
stock or substantially all of the assets of the Company or merger
of the Company into or with another company (unless such company is
less than ninety percent (90%) of the size (measured by market
value) of the Company) or reverse merger with another company. In
addition, Executive shall be entitled to the following Warrant
Shares for achieving the New Direction Goals: three million
(3,000,000) Warrant Shares of the Company’s common stock at
an exercise price of $.0075 per
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