First Amendment to Executive Employment Agreement of Jose A. Collazo



 EXHIBIT 10.8(a) 
  
 FIRST AMENDMENT TO 
 EXECUTIVE EMPLOYMENT AGREEMENT 
  
 THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of May 7, 2004, by and between Infonet Services Corporation, a Delaware corporation (the
“Company”), and Jose A. Collazo (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below). 

 
 WHEREAS, the Company and the Executive have entered into that certain
Executive Employment Agreement (the “Employment Agreement”), dated as of April 24, 2001, as amended; 
  
 WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders to provide additional incentives for the
Executive pursuant to that certain Infonet Services Corporation CEO Incentive Bonus Plan (the “Plan”); 
  
 WHEREAS, the Company and the Executive reserved the right to amend the Employment Agreement pursuant to the terms thereof; and 
  
 WHEREAS, in connection with the Plan, the Company and the Executive desire to
amend the Employment Agreement as set forth herein. 
  
 NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby amend the Employment Agreement as follows: 
  
 1. A new Section 3.10, as set forth below, is hereby added to the Employment Agreement: 
  
 “Section 3.10 CEO Incentive Bonus Plan 

 
 Notwithstanding anything to the contrary, the Executive
acknowledges and agrees that (i) any payment under the Infonet Services Corporation CEO Incentive Bonus Plan (the “Plan”) shall be excluded from the calculation of (a) any Benefits, Separation Payments, salary continuation payments, and
other payments or benefits under this Agreement, and (b) any payments or benefits under any employee welfare or pension benefit plans or programs or any other plans or programs, including, but not limited to the Infonet Services Corporation Senior
Executive Supplemental Benefits Plan, the Infonet Services Corporation Supplemental Executive Retirement Plan, and any 401(k) plans; (ii) no portion of the Executive’s “base amount,” within the meaning of Section 280G of the Code (as
defined herein), shall be allocated to any payment under the Plan for the purpose of determining the amount of the Executive’s “Gross-Up Payment” pursuant to Section 6.5 hereof; and (iii) in the event that the Executive is entitled to
receive cash separation payments or salary continuation payments pursuant to 

  









 
Sections 3.2 or 3.9 of this Agreement by reason of a termination of the Executive’s employment by the Company without Cause, by the Executive for Good
Reason or due to the Executive’s Death or Disability, in each case within one year after a Change in Control, the Executive shall not be entitled to receive any payment under the Plan except to the extent that such payment would exceed the
aggregate amount of such cash separation payments or salary continuation payments.” 
  
 2. Section 6.5(a) of the Employment Agreement is hereby amended by replacing the second sentence with the following sentence: 
  

“Except as set forth in the Plan, any other excise taxes, penalties, interest or other payments which the Executive may be required to pay by any
taxing authority shall be borne by the Company.” 
  
 3.
Section 6.5(b) of the Employment Agreement is hereby amended by deleting the words “Anything in this Agreement to the contrary notwithstanding” in the first sentence and inserting in their place the words “Except as set forth in the
Plan”. 
  
 4. This First Amendment shall be and is hereby
incorporated in and forms a part of the Employment Agreement. 
  
 5. This First Amendment may be executed in one or more counterparts, any of which may be executed and transmitted by facsimile, and each of which will be deemed to be an original of this First Amendment and all of which, when taken
together, will be deemed to constitute one and the same instrument. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first set forth
above. 
  

									
	 INFONET SERVICES CORPORATION,
	 	 	 	 Jose A. Collazo

	 a Delaware corporation
	 	 	 	 
				
	By:	 	 /s/    Paul Galleberg
	 	 	 	    /s/    Jose A. Collazo
	 Name:
	 	 Paul Galleberg
	 	 	 	 	 	 
	 Its:
	 	 Senior Vice President 
	 	 	 	 	 	 
			
	 Address:
	 	 	 	 Address:

			
	 Infonet Services Corporation
	 	 	 	 Infonet Services Corporation

	 2160 East Grand Avenue
	 	 	 	 2160 East Grand Avenue

	 El Segundo, California 90245-1022
	 	 	 	 El Segundo, California 90245-1022