Amendment to Employment Agreement between Net2Phone, Inc. and Glenn Williams

Summary

This amendment updates the employment agreement between Net2Phone, Inc. and Glenn Williams, effective January 1, 2003. The agreement now expires on December 31, 2005, sets Mr. Williams' base salary at $195,000 per year (with possible increases), and requires him to report directly to the CEO. If his employment ends for reasons other than cause or resignation without cause, his vested stock options remain exercisable until their 10th anniversary. All other terms of the original agreement remain unchanged.

EX-10.3 5 b323506ex10_3.txt MEMORANDUM EXHIBIT 10.3 MEMORANDUM From: Stephen M. Greenberg To: Glenn Williams Re: Amendment to Employment Agreement Dated: December 20, 2002 This is to confirm to you that, effective January 1, 2003, your existing Employment Agreement ("Agreement") with Net2Phone, Inc, is hereby amended as follows: 1. The term of the Agreement shall expire December 31, 2005. 2. Your Base Salary shall be $195,000.00 per annum, subject to such increases as the Board of Directors or its Compensation Committee may approve from time to time. 3. You shall report directly to the Chief Executive Officer of the Company. 4. Upon termination of your Employment Agreement for any reason, except for termination by the Company for Cause or termination by you without Cause, all vested Options to purchase shares of the Company's Common Stock held by you on the date of termination shall be exercisable until the 10th anniversary dates of their respective grants. Except as specifically otherwise provided for herein, the terms and conditions of your existing Agreement are hereby ratified and confirmed and remain in full force and effect. Net2Phone, Inc. Accepted and Agreed By: /s/ Stephen M. Greenberg /s/ Glenn Williams ---------------------------- ------------------------ Stephen M. Greenberg, CEO Glenn Williams