EXHIBIT 10(II).1
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 ("Amendment No. 1") is
made as of this 6th day of October,
2005 by and between deltathree, Inc. a
Delaware corporation (the "Company") and
Paul White ("Executive").
WITNESSETH
WHEREAS, the Company and Executive have
entered into an Employment Agreement
dated as of April 26, 2004 (the "Employment
Agreement", inclusive of all
amendments prior); and
WHEREAS, the Company and Employee wish to
enter into this Amendment to provide,
among other things, that the Executive
shall serve as the Company's CFO &
Executive Vice President - Strategy,
Development & Planning from and after the
date of this Amendment No. 1;
NOW, THEREFORE, in consideration of the
premises and of the mutual covenants
undertaken herein, and with the intent to
be legally bound hereby, the Company
and Executive hereby agree to amend the
Employment Agreement as follows:
1. Section 2(b) of the
Employment Agreement shall be amended and restated in
its
entirety as follows:
(a) In
general. Executive shall be employed as "CFO & Executive
Vice
President - Strategy, Development &
Planning" and shall perform such duties and
services, consistent with such position and
their current duties and services
for the Company, and as may be assigned to
them from time to time by the Chief
Executive Officer (the "CEO") of the
Company. The duties of the Executive shall
include serving as an officer or director
or otherwise performing services for
any "Affiliate" of the Company as requested
by the Company. An "Affiliate" of
the Company means any entity that controls,
is controlled by or is under common
control with the Company. Executive shall
report to the CEO.
2.
Section
5(b) (iv) of the Employment Agreement shall be amended and
restated in its entirety as follows:
(iv) Termination by Executive Other Than for Good Reason. In
the event ofa T
