3rd AMENDMENT TO EMPLOYMENT AGREEMENT
This "3rd amendment to Employment Agreement" (this "Amendment") is made
on the 12th day of July, 2000 by and between IFS International Holdings, Inc., a
Delaware Corporation (the "Company"), IFS International, Inc., a New York
corporation and a wholly owned subsidiary of the Company, and any other
subsidiary of the Company and David L. Hodge (the "Executive"), based on the
following:
A. On May 12, 1998, the Company and the Executive executed that certain
"Employment Agreement" (the "Agreement") whereby the Company retained
the services of the Executive as its President and Chief Executive
Officer.
B. On January 22, 1999 the Company and the Executive executed an
Amendment to that certain "Employment Agreement" (the "Agreement")
which modified the original May 12 Agreement.
C. On January 31, 2000, the Company and the Executive executed the 2nd
Amendment to that certain "Employment Agreement" (the "Agreement")
which reinstated certain portions of Par. 14 of the original May 12,
1998 "Agreement".
D. The Company and the Executive wish to further modify the May 12
"Agreement" pursuant to the terms of this Amendment.
NOW, THEREFORE, THE PARTIES TO THIS Amendment agree as follows:
1. Reinstatement of Par. 4f of the Agreement as modified below which
compensates the Executive in the form of Stock Appreciation Rights. TO
WIT:
Subject to the receipt of any approval by the By-laws of the Company,
the General Corporation Law of Delaware and/or any federal or state
securities laws, the Company shall grant to the Executive, upon
execution of this Agreement, stock appreciation rights ("SAR") based
on one hundred thousand (100,000) shares of the Company's common stock
and, on each anniversary of the execution of this Agreement, the
Executive shall receive additional SARs based on one hundred thousand
shares (100,000) of the Company's common stock. These grants shall be
governed by a separate Stock Appreciation Rights Agreement which shall
set forth all material terms and conditions of the SARs. Upon exercise
of the SARs, the Executive shall receive from the Companies an amount
equal to the excess of the fair market value of the SAR shares
exercised over the fair market value of the SAR shares as of the date
of the grant. Such amount shall be paid to the Executive and grossed
up to cover the payment of any and all taxes, of any kind or nature,
that are incurred by the Executive as a result of his exercise of the
SARs.
2. All other Terms and provisions of the May 12, 1998 Agreement, the
January 22, 1999 Amendment and the January 31, 2000 Amendment To
Remain. The parties agree that all other terms and provisions of the
Agreement and its Amendment shall remain the same.
WHEREFORE, THE PARTIES HERETO HAVE EXECUTED THIS Agreement in the City of Troy,
State of New York as of the date first set forth above.
IFS INTERNATIONAL HOLDINGS, INC.
A Delaware Corporation
By: __________________________________
Chairman of the Board of Directors
John P. Singleton
By: ____________________________________
Chairman of the Compensation Committee
of the Board of Directors
DuWayne Peterson
IFS INTERNATIONAL INC.
A New York Corporation
By: ___________________________________
Chief Operating Officer
Simon Theobald
By: ___________________________________
Secretary
Carmen Pascuito
EXECUTIVE:
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David L. Hodge
