<PAGE>
EXHIBIT 10.8
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 ("Amendment No. 1"), is made as of this 1st day of June,
2000 by and between deltathree.com, Inc. a Delaware corporation (the
"Company") and Noam Bardin ("Executive").
WITNESSETH
WHEREAS, the Company and Executive have entered into an Employment
Agreement dated as of April 1, 1999 (the "Employment Agreement"); 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 Chief Executive Officer 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 of the Employment Agreement shall be amended and restated in
its entirety as follows:
"(a) IN GENERAL. Executive shall be employed as the Chief Executive
Officer and shall perform such duties and services, consistent with such
position and his current duties and services for the Company, and as may be
assigned to him from time to time by the Board of Directors 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 Board of Directors of the Company.
(b) FULL-TIME EMPLOYMENT. During the Employment Period, Executive
shall devote his full business time to the services required of him
hereunder, except for time devoted to services required by him to be
performed for any "Affiliate" of the Company, vacation time and reasonable
periods of absence due to sickness, personal injury or other disability, and
shall use his reasonable best efforts, judgement, skill and energy to perform
such services in a manner consonant with the duties of his position and to
improve and advance the business and interests of the Company. Executive
shall not be engaged in any other business activity which, in the reasonable
judgment of the Board of Directors, conflicts with the duties of the
Executive under this Agreement. Executive may serve on the Board of Directors
of other corporations which do not compete with the Company; PROVIDED,
HOWEVER, that, in such case, (i) Executive shall provide the Company with 5
days' written notice of any scheduled meeting of the Board of Directors of
<PAGE>
such company and (ii) Executive shall be charged with 1/2 vacation day for
every four hours spent at such Board of Directors meeting during business
hours. In sucH event, Executive shall receive five days' written notice to
disengage from such business activity. Executive shall travel to such
location or locations as may be requested by the Company, or which Executive
believes is necessary or advisable, in the performance by Executive of his
duties hereunder or to the extent appropriate to improve and advance the
interests of the Company and its Affiliates. There is no formal disciplinary
procedure, but Executive is expected at all times to behave in a manner
befitting his employment."
2. Section 3(a) of the Employment Agreement shall be amended by substituting
"US $250,000" for "US $170,000" in the first sentence of such Section 3(a).
3. Section 3(b) of the Employment Agreement shall be amended and restated in
its entirety as follows:
"(c) PERFORMANCE INCENTIVE PLAN. During the Employment Period,
Executive shall be eligible to participate in the Company's 1999 Performance
Incentive Plan. Beginning as of the date of this Amendment No. 1, the maximum
bonus award under the 1999 Performance Incentive Plan shall be 40% of
Executive's Base Salary. The discretionary portion of the bonus shall be
determined by the Compensation Committee. If the Company shall amend or
terminate the 1999 Performance Incentive Plan in a manner that would reduce
the opportunity of Executive to earn an incentive bonus as provided herein,
the Company shall provide a substitute arrangement so that Executive's total
bonus opportunity as provided herein will not be materially reduced."
4. A new Section 3(d) shall be inserted and shall read as follows:
"3(d) ADDITIONAL OPTIONS. The Company shall grant to the Executive
additional options to purchase 250,000 shares of Common Stock (the
"Additional Options") pursuant to the Company's 1999 Stock Incentive Plan at
an exercise price per share equal to US$6.7812, the fair market value of the
Common Stock on the date of grant. The Additional Options grant date shall be
the date the Additional Options grant is approved by the Board of Directors
or the Compensation Committee of the Board of Directors. The Additional
Options shall become exercisable as set forth below, PROVIDED that Executive
is employed by the Company on such date, and once exercisable shall, except
as otherwise provided below, remain exercisable until the expiration of seven
years from the date of grant. However, the Additional Options shall be
immediately terminated upon a termination of Executive's employment by the
Company for Cause (as hereinafter defined):
<TABLE>
<CAPTION>
Date First Exercisable Percentage Exercisable
---------------------- ----------------------
<S> <C>
December 31, 2000 33-1/3%
December 31, 2001 66-2/3%
December 31, 2002 100%
</TABLE>
The Additional Options shall become immediately exercisable in full
in the event that
<PAGE>
Executive's employment with the Company is terminated: (i) by the Company
other than for Cause, (ii) by Executive for Good Reason or (iii) by reason of
the death or Disability of the Executive; PROVIDED, HOWEVER, that if
Executive's employment is terminated for any reason prior to September 30,
2000, the Additional Options shall not be exercisable. The Additional Options
shall expire on the seven-year anniversary of the date of grant.
Additionally, the Additional Options shall become immediately
exercisable in full upon a Change in Control. The exercisable portion of the
Additional Options shall, following any termination of Executive's employment
(other than for Cause), remain exercisable for the lesser of two years and
the remaining term of the Additional Options."
5. Section 4(b) of the Employment Agreement shall be amended by substituting
"Board of Directors" for "CEO" in the last sentence of such Section 4(b).
6. Section 5(e)(iii) ("Termination for Cause")of the Employment Agreement
shall be amended by substituting "a willful failure without reasonable
justification to comply with a reasonable written order of the Board of
Directors" for "a willful failure without reasonable justification to comply
with a reasonable written order of the Board of Directors or the CEO" in the
definition of "Termination for Cause" in Section 5(e)(iii).
7. Capitalized terms used in this Amendment No. 1 and not otherwise defined
shall have the meanings ascribed to such terms in the Employment Agreement.
8. Except as otherwise provided herein, the Employment Agreement shall remain
in full force and effect.
9. This Amendment No. 1, together with the Employment Agreement as so
modified, shall be subject to amendment, modification or waiver only by a
mutually signed written instrument which by its terms evidences an intention
to modify or amend the provisions hereof.
10. Any questions or other matters arising under this Amendment No. 1,
whether of validity, interpretation, performance or otherwise, will therefore
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be wholly performed in New York,
without reference to principles of conflicts or choice of law under which the
law of any other jurisdiction would apply.
11. This Amendment No. 1 may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 has been executed
by Executive and then by the Company in New York, New York, on the dates
shown below, but effective as of the date and year first above written.
Date:
--------------------- -----------------------------
Executive
deltathree.com, Inc.
Date: BY:
-------------------- --------------------------
Title:
-----------------------
