exv10w1



 



Exhibit 10.1



SUPPLEMENTAL AGREEMENT


This Supplemental Agreement (the “Agreement”) is entered into by AT&T Latin
America Corp. (“ATTL”), AT&T Argentina S.A. (“AT&T Argentina”) and Alejandro
Osvaldo Rossi (the “Executive”) as of April 1, 2002.


Recitals



	 	A.	 	The Executive serves as general manager of AT&T Argentina, a
subsidiary of ATTL, pursuant to an employment agreement dated June 30,
2000 (as amended from time to time, the “Employment Agreement”).
	 
	 	B.	 	ATTL, AT&T Argentina and the Executive have agreed upon certain
protections for the Executive’s compensation pursuant to the Employment
Agreement, in consideration for Executive’s undertakings herein and
therein.



Now, therefore, the parties hereto agree as follows:


     1.     Subject to the other provisions of this Agreement, (i) AT&T Argentina
will make the compensation payments required under clauses (a), (b) or (c) of
Section 3 (and under clauses (a) and (b) of Section 5, if relevant) of the
Employment Agreement in U.S. dollars to the bank account or accounts of the
Executive as designated by the Executive from time to time by written notice,
and (ii) if AT&T Argentina is unable to pay to the Executive the full amount of
any such compensation payments, in U.S. dollars, due to exchange control,
convertibility or other similar legal restrictions existing or arising from
time to time in Argentina, ATTL will make payment promptly to the Executive of
any shortfall in such amount, to the bank account or account(s) of the
Executive designated by him by written notice. AT&T Argentina agrees to
execute and deliver to ATTL such notes, instruments or other documents as ATTL
may request from time to time in order to obtain reimbursement of any and all
amounts paid hereunder by ATTL, if any, to the maximum extent permitted by
applicable law. For the purpose of calculating the pertinent tax withholdings
required to be made in Argentina by AT&T Argentina, the Argentine peso
equivalent amount of each payment in US dollars will be determined, using the
seller’s rate of exchange quoted in the free market for the United States
dollar by the Banco de la Nación Argentina on the day on which such payment is
made, or as of such other date as may be permitted or required under applicable
laws and regulations.


     2.     Each of ATTL, AT&T Argentina and Executive acknowledges and agrees
that, except as provided specifically herein, (i) this Agreement does not
create any additional obligation of AT&T Argentina or ATTL to Executive, (ii)
all statutory contributions and withholdings required to be made under
Argentine law will be made by AT&T Argentina, and Executive shall be solely
responsible for any taxes (if any) imposed on Executive as a result of this
Agreement, (iii) any payment hereunder, if any, and under the Employment
Agreement will be made only in accordance with laws and regulations applicable
to AT&T Argentina or ATTL, as the case may be, (iv) the


 






 




 discharge by ATTL and AT&T Argentina of their respective obligations
hereunder and under the Employment Agreement are in each case subject to the
performance of Executive of his obligations hereunder and thereunder.
Executive also agrees that the provisions set forth in Sections 7 through 12,
inclusive, in the Employment Agreement will also have effect with respect to
Brazil and to ATTL and AT&T Brazil, as the context requires.


     3.     Executive agrees that, according to the request of ATTL, he will spend
time in the Sao Paulo and/or other offices of ATTL’s Brazilian subsidiary
(“AT&T Brazil”) during 2002, in order to manage AT&T Brazil’s operations during
any management transition undertaken in Brazil by ATTL or AT&T Brazil.
Executive acknowledges and agrees that this time spent will involve (i)
initially, up to two consecutive months beginning when notified by ATTL, (ii)
after such initial period, an expected 50% of each of the ensuing four months.
Executive acknowledges that the foregoing time schedule is based on ATTL’s
expectation of the management transition process in Brazil and is not definite.
Executive agrees to cooperate reasonably with ATTL and AT&T Brazil over the
six months following the initiation of a management transition in AT&T Brazil,
as requested by ATTL, provided that the time requested to be spent by Executive
in Brazil is not materially inconsistent with the periods specified above.
Executive also acknowledges that the time spent in Brazil is a special
transitional project assignment agreed by Executive and ATTL, in addition to
Executive’s current duties with respect to AT&T Argentina, but shall not
constitute a formal employment relationship between Executive and AT&T Brazil.
It is understood that AT&T Argentina will be the only employer of the Executive
and that compensation agreed in the Employment Agreement and herein shall
constitute all compensation due to Executive for services rendered by the
Executive.


     4.     For the time Executive spends in Brazil, ATTL will cause AT&T Brazil to
pay or reimburse Executive for his reasonable out-of-pocket travel and living
expenses, in accordance with AT&T Brazil’s expense reimbursement policies for
its senior executives.


     5.     This Agreement shall terminate automatically upon any termination of
the Employment Agreement.


     6.     This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, U.S.A. This Agreement may be executed in
counterparts, each of which shall be considered an original and all of which
together shall constitute one and the same instrument.


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In witness whereof, each of the parties has duly executed this Agreement as of
the date first written above.



	 
	AT&T Latin America Corp.
	 
	/s/ Nelson Murphy/Edgardo Zayas


Name: Nelson Murphy/Edgardo Zayas
	Title: CFO/Director, HR
	 
	AT&T Argentina S.A.
	 
	/s/ Jorge Ortiz



Name: Jorge Daniel Ortiz
	Title: Apoderado
	 
	 
	Alejandro Osvaldo Rossi
	 
	/s/ Alejandro O. Rossi