First Amendment to Separation and Transition Services Agreement between Arbinet-thexchange, Inc. and William M. Freeman

Contract Categories: Human Resources › Transition Agreements
Summary

This amendment updates the original Separation and Transition Services Agreement between Arbinet-thexchange, Inc. and William M. Freeman. It changes the terms regarding Mr. Freeman's service as a director, specifying he will serve as a Class I Director until the 2009 Annual Meeting and then continue for the rest of his term. After the transition period, he will receive compensation according to the company's non-employee director compensation policy. All other terms of the original agreement remain unchanged.

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EX-10.2 4 v152810_ex10-2.htm

EXHIBIT 10.2
 
First Amendment to the
Separation and Transition Services Agreement

 
This First Amendment (the “Amendment”), is made as of this 16th day of June, 2009, to the Separation and Transition Services Agreement by and between Arbinet-thexchange, Inc. a Delaware corporation with its headquarters located in New Brunswick, New Jersey (the “Employer”), and William M. Freeman (the “Executive”) made as of September 3, 2008 (the “Agreement”).  In consideration of the mutual covenants contained in this Amendment, the Employer and the Executive desire to amend certain provisions of the Agreement as follows:
 
1.           Section 3 is amended by deleting it in its entirety and substituting therefor the following:
 
                              3.  Transition Period.  The Executive agrees to serve as a Class I Director until the 2009 Annual Meeting (the “Transition Period”) and thereafter for the remainder of his term as a Director.
 
2.           Section 4(b) is amended by adding the following at the end of the Section:
                             
                              After the Transition Period, the executive shall be entitled to receive compensation in accordance with the Company’s non-employee director compensation policy.
 
3.           Except as specifically amended by the Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
 
4.           This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
 
IN WITNESS WHEREOF, this First Amendment to the Separation and Transition Services Agreement has been executed as a sealed instrument by the Employer, by its duly authorized director, and by the Executive, as of the date first written above.
 
 
ARBINET-THEXCHANGE, INC.
  
       
 
By:
/s/ Jose A. Cecin, Jr.  
 
Name: Jose A. Cecin, Jr.
  
 
Title: Director
  
       
 
/s/ William M. Freeman
  
 
William M. Freeman