Unassociated Document


    EXHIBIT
10.1

     

    AMENDMENT
NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT

     

     

    This
Amendment No. 2 to Executive Employment Agreement by and between deltathree,
Inc., a Delaware corporation (the “Company”) and Effi
Baruch, an individual (“Executive”) dated as
of December 9, 2008 (the “Executive Employment
Agreement”), as amended by that certain Amendment No. 1, dated as of
March 17, 2009 (“Amendment No. 1”, and
together with the Executive Employment Agreement, the “Agreement”), is dated
as of October 20, 2009.

     

    Recitals:

     

    WHEREAS,
the Company and Executive entered into the Executive Employment Agreement, as
amended by Amendment No. 1, and now wish to enter into this Amendment No. 2 to
Executive Employment Agreement (“Amendment No. 2”) to
further amend the Agreement as set forth below;

     

    NOW, THEREFORE, in consideration of the
foregoing Recitals and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

     

    1.           The
first sentence of Section 5(b)(i) of the Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “In the
event that Executive's employment is terminated by the Company Without Cause,
the Company shall pay Executive (i) his Earned Salary and Vested Benefits (as
such terms are hereinafter defined) and (ii), subject to Executive executing a
general release of all claims to the maximum extent permitted by law against the
Company, its subsidiaries and Affiliates, and their current and former officers,
directors, employees and agents in such form as reasonably determined by the
Company, a lump sum payment equal to Executive’s then-current monthly Base
Salary multiplied by three (3) (the “Severance Payment”), provided that the
Company shall not be so required to pay the Severance Payment, and Executive
shall waive all rights in connection therewith, in the event that the Company or
any subsidiary or Affiliate thereof shall offer Executive, and Executive shall
accept, employment in any other position with the Company or any subsidiary or
Affiliate thereof.”

     

    2.           The
first sentence of Section 5(c) of the Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “Earned
Salary and Severance Payment (if applicable) shall be paid in a single lump sum
as soon as practicable, but in no event later than the date as set by law
following the end of the Employment Period or the day any Earned Salary would
have been payable under the Company's normal payroll practices.”

     

    3.           The
foregoing amendment to the Agreement shall be effective commencing on the date
hereof.

     

    4.           Except
as expressly provided in this Amendment No. 2, all of the terms and conditions
of the Agreement remain unchanged, and the terms and conditions of the Agreement
as amended hereby remain in full force and effect.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the
date first set forth above.

     

     

    DELTATHREE,
INC.

     

    By: 
/s/ Robert Stevanovski

      
        

      

    

    Name:
Robert Stevanovski

    Title:   Chairman
of the Board

     

    /s/ Effi Baruch

      
        

      

    

    Effi
Baruch