Employment Agreement [Amendment No. 1] - InPhonic Inc., StarNumber inc. and Donald Charlton
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is made as of this 25th day of May 2004 (Effective Date), by and between INPHONIC, INC., a Delaware corporation (the Company), StarNumber, Inc., a Delaware corporation and wholly-owned corporation of Company, (StarNumber) and Donald Charlton, an individual (the Executive).
WHEREAS, the Company and the Executive entered into an Employment Agreement effective as of June 3, 2002 (the Agreement) setting forth the terms and conditions upon which the Company agreed to employ the Executive as Executive Vice President for Corporate Development; and
WHEREAS, the Company and the Executive now desire to amend the Agreement to the extent, and only to the extent, provided herein; and
WHEREAS, any terms not otherwise defined herein shall have the meanings given to them in the Agreement.
NOW, THEREFORE, in consideration of the agreements and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as set forth below.
|1.||AMENDMENT TO THE AGREEMENT.|
Amendment to Section 1 of the Agreement. Section 1 of the Agreement shall be deleted in its entirety and have no further force and effect and shall instead be amended to read: The Executive hereby accepts the position of President of StarNumber. The Executive shall report directly to the Chief Executive Officer of StarNumber or in the event such position is or remains at any time vacant, the Chief Executive Officer of Company or his or her designee.
1.1 Amendment to Specific Terms. Any reference in the Agreement to Executive Vice President shall be deleted and replaced with the term President. Any reference to Company throughout the Agreement shall hereinafter be interpreted to mean StarNumber, Inc. and not InPhonic, Inc.
2. RATIFICATION. Except as provided herein, the Agreement and its terms and provisions shall remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligation of each of StarNumber and the Executive. The Executives obligations pursuant to Sections 6, 7, 8 and 15 shall continue in full force and effect related to InPhonic and subsequent to the date of this Amendment, subject to the periods of survival of such provisions.
3. CONTROLLING LAW. This Amendment shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the laws and decisions of Washington, D.C., without regard to its principles of conflicts of law.
4. MISCELLANEOUS. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The headings of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment. To the extent any provision herein violates any applicable law, that provision shall be considered void and the balance of this Amendment shall remain unchanged.
5. ENTIRE AGREEMENT. This Amendment and any exhibit hereto sets forth the entire agreement and understanding of the parties hereto in respect of the matters described herein. The terms herein may not be changed verbally but only by an instrument in writing signed by the party against which enforcement of the change is sought.
6. COUNTERPARTS. This Amendment may be executed in two counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be considered binding on the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
/s/ Lawrence S. Winkler
Lawrence S. Winkler
Chief Financial Officer
/s/ Walter W. Leach
Walter W. Leach
/s/ Donald Charlton