Exhibit 10.2


 


AMENDMENT DATED AS OF JANUARY 28, 2005

TO THE DECEMBER 5, 2002 EMPLOYMENT AGREEMENT

BETWEEN

ETS PAYPHONES, INC. and GUY A. LONGOBARDO


 


This Amendment to the Employment
Agreement (the “Amendment”) dated as of December 5, 2002, as amended by the
Amendment to Employment Agreement dated as of February 12, 2004
(collectively, the “Agreement”) between ETS Payphones, Inc. (the “Company”) and
Guy A. Longobardo (the “Executive”), is made effective as of January 28,
2005.


 


Whereas the Executive has asked
that the Company reduce the base salary to be paid him, and in consideration of
the mutual agreements herein contained, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive hereby agree as follows:


 


1.     The Term of the Agreement is extended to December 5, 2005.


 


2.     For the purposes of Section 3(a) of the Agreement only, the annual
base salary of the Executive shall be $240,000 until such time as the Executive
and the Company otherwise agree.  For all
other purposes under the Agreement, including the provisions of Section 4(c)
thereof, the annual base salary shall be $360,000 or such other amount as may
be agreed to in writing by the Company and the Executive.


 


3.     The car allowance provided to the Executive pursuant to Section 3
(e)(ii) of the Agreement shall be $400 per month, or such other amount as may
be agreed to in writing by the Company and the Executive.


 


4.     In the event of termination of the employment of the Executive pursuant
to Section 4(b)(i), 4 (b)(ii), 4(b)(iii) or 4 (b)(v), the Company shall
continue medical insurance coverage for the Executive and his dependents on the
same terms as exist on the date hereof until the earlier of the date that is
the date nine months following the date of termination and the date Executive
qualifies for substantially similar coverage from another employer.  If Executive and his dependents are not
covered by substantially similar coverage on the date that is nine months
following the date of termination, Executive shall be entitled to elect up to
eighteen months of continuation coverage under COBRA.


 


5.     Section 1(f) of the Agreement is deleted and replaced in its
entirety by the following:


 


(f)              “Change in Control”. For purposes of this Agreement,
a Change in Control of the Company shall have occurred if (i) any Person (as
defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange
Act”) as modified and used in Sections 13(d) and 14 (d) of the Exchange Act,
other than (1) the Company, (2) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (3) any underwriter
temporarily holding securities pursuant to an offering of such securities, or
(4) any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportion as their ownership of the Company’s
common stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 10% of the combined voting power of the Company’s then
outstanding voting securities; (ii) as a result of, or in connection with, any
cash tender or exchange offer, merger, consolidation or other business combination,
or contested election, or any combination of the foregoing transactions (a “Transaction”),
the persons who were directors of the Company (or the nominees of the Board of
Directors to replace such directors in the event that such director does not
stand for reelection) immediately before the Transaction shall cease to
constitute a majority of the Board of Directors of the Company or any successor
to the Company, or the persons who were stockholders of the Company immediately
before the Transaction shall cease to own at least 50% of the outstanding
voting stock of the Company or any successor to the Company; (iii) any sale or
other


 





















 


disposition
(in one or a series of transactions) of all or substantially all of the Company’s
assets; or (iv) approval by shareholders of a complete liquidation or
dissolution of the Company.


 


6.     All other provisions of the Agreement not specifically amended by this
Amendment shall remain in full force and effect.  All capitalized but undefined terms used
herein shall have the meaning ascribed to them in the Agreement.  This Agreement may be executed simultaneously
in two or more counterparts each of which shall be deemed an original and all
of which shall be deemed one and the same agreement.  A photocopy or facsimile reproduction of this
Amendment and any signatures shall be deemed as effective as the original.


 


 


IN WITNESS WHEREOF, the Company
and the Executive have each executed and delivered this Agreement as of the
effective date shown above.


 


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
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  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Guy Longobardo

  	
   

  
	
   

  	
   

  
	
   

  	
  Guy A. Longobardo,

  
	
   

  	
  CEO

  
	
   

  	
   

  
	
   

  	
  Date: