EXHIBIT 10.10C
2nd AMENDMENT TO EMPLOYMENT AGREEMENT
This "2nd amendment to Employment Agreement" (this "Amendment") is made
on the 31st day of January, 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 Simon Theobald (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 Senior Vice President of Sales.
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. In recognition of the Executive's recent promotion to Chief Operating
Officer of IFS International, Inc., the Company(ies) wish to modify
the Agreement and the Amendment to the Agreement pursuant to the terms
of this Amendment.
NOW, THEREFORE, THE PARTIES TO THIS Amendment agree as follows:
1. Reinstatement of certain portions of Par. 14 of the Agreement as
modified below which compensates the Executive on a percentage basis
upon the sale or change of control of the Company. TO WIT:
Irrespective of whether or not the Executive's employment is
terminated, if there is a (i) Change of Control; or (ii) transfer or
sale of all or substantially all of the assets of the Company(ies)
which is not a Change of Control; or (iii) transfer or sale of
Beneficial Ownership of more than fifty percent (50%) or more of the
total combined voting power or the Company's then outstanding Voting
Securities which may or may not constitute a Change of Control, then
the Companies shall pay to the Executive an amount equal to 2% of the
first 10 million dollars in value received by the Companies (including
cash, securities, debt or any other form of property) in connection
with such Change of Control, or transfer or sale, 4% of the next $10
million dollars in value received by the Companies in connection with
such Change of Control, transfer or sale and 6% of any value received
by the Companies in excess of $20 million dollars in connection with
such Change of Control, transfer or sale.
2. All other Terms and provisions of the May 12, 1998 Agreement, the
January 22, 1999 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: ___________________________________
President & Chief Executive Officer
David L. Hodge
By: ___________________________________
Secretary
Carmen Pascuito
EXECUTIVE:
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Simon Theobald
