Amendment to Employment Agreement between Net2Phone, Inc. and Bruce D. Shoulson (December 10, 2002)

Summary

This memorandum amends the employment agreement between Net2Phone, Inc. and Bruce D. Shoulson. Effective January 1, 2003, Mr. Shoulson’s annual base salary increases to $260,000. If his employment ends for reasons other than cause or his resignation without cause, he and his dependents will continue to receive welfare benefits until at least August 12, 2005, and his stock options will remain exercisable for four years after termination. He will report directly to the CEO. All other terms of the original agreement remain unchanged.

EX-10.2 4 b323506ex10_2.txt MEMORANDUM EXHIBIT 10.2 MEMORANDUM FROM: Stephen Greenberg TO: Bruce D. Shoulson RE: Employment Agreement Dated: December 10, 2002 This is to confirm that, with the approval the Board of Directors, this Memorandum shall serve to amend your Employment Agreement dated January 8, 2001 as follows: 1. Effective January 1, 2003, your annual base salary shall be increased to $260,000.00. 2. In the event of the termination of your employment for any reason, other than cause or your resignation without cause, you and your eligible dependents shall continue to receive all Welfare Benefits provided for in your Employment Agreement until at least August 12, 2005. 3. In the event of the termination of your employment for any reason, other than cause or your resignation without cause, the period during which your options shall be exercisable shall be extended until the fourth anniversary date of termination. 4. You shall report directly to the Chief Executive Officer of the Company. For purposes of this Agreement, your failure to agree to or the Company's failure to offer the extension of the term of your employment shall not be deemed to be a termination for "cause" or a "resignation without cause". Except as specifically provided for herein, the terms of your Employment Agreement of January 8, 2001 are hereby ratified and confirmed and remain in full force and effect. Net2Phone, Inc. By: /s/ Stephen M. Greenberg ------------------------------ Stephen M. Greenberg, CEO Agreed: /s/ Bruce D. Shoulson -------------------------- Bruce D. Shoulson