FIRST AMENDMENT TO THE
EXECUTIVE EMPLOYMENT AGREEMENT OF
XXXXXX X. XXXXXX
This Amendment and Correction to the Executive Employment Agreement
dated February 2, 1998, by and between Greentree Software, Inc., a New York
Corporation with its principal business office in the State of Minnesota
(hereinafter the "Company") and Xxxxxx X. Xxxxxx, Xx. a Minnesota resident
(hereinafter "Executive") is made and entered into on this 14th day of April,
1998.
AGREEMENT
In consideration of the parties' mutual covenants and undertakings, the
Company and the Executive agree to amend certain paragraphs of the Executive
Compensation Agreement as follows:
3.7 DEFERRED EMPLOYMENT BONUS. To induce Executive to commence
employment with the Company before this Agreement was executed, the
Company promised to pay him a deferred employment bonus equal to
One Hundred Seventy-Five Thousand Dollars ($175,000.00), either in
cash or in the form of Company Stock, whichever he elects after the
Company notifies him from time to time of the current value of the
Company Stock that may be used n payment of such bonus (the
"Deferred Employment Bonus"). Executive and the Company hereby
acknowledge that the Company has paid (and Executive has accepted)
$60,000.00of such bonus in the form of 20,000 shares of Common
Stock issued to him in 1997, thereby reducing the unpaid balance of
the Deferred Employment Bonus to $115,000.00. The Company hereby
confirms that its obligation to pay such unpaid balance of the
Deferred Employment Bonus remains in effect, is not subject to any
risk of forfeiture by Executive and shall be performed as follows.
[the balance of paragraph 3.7 shall remain unchanged]
3.8 FACILITATOR'S FEE ON SALE. In the event that, at any time during
the Term or within one (1) year after Executive's Date of
Termination, a majority of the Company Stock or substantially all
of its assets is sold or exchanged in any transaction that results
in the receipt, by those Company shareholders who sell or exchange
their Company Stock in (or as a result of) that transaction, of
consideration valued at an amount per share of the Company Stock
transferred by them that is equal to or greater than the average
closing price of the Company Stock traded in the public market
during the period of twenty (20) consecutive trading days ended on
the trading day immediately preceding the closing date of such
transaction (if no Company Stock is traded on any trading day in
such 20 day period, the
closing price per share for that day shall be deemed to be the
closing price per share on the last day on which Company Stock was
traded), the Executive shall be entitled to receive a facilitator's
fee in an amount equal to 2% of the gross amount of such
consideration up to a maximum of $400,000.00; and such fee shall be
payable by the Company upon the closing of such transaction, in
addition to any amounts due Executive under Articles 3,4, 5 and 6
(as a result of that transaction or otherwise).
4.1 OPTION GRANTS. The effective date of Option Grant of the Second
Option shall be January 14, 1998.
5.7 COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY.
(e)
(iii) cause Executive's continued participation in all Plans
in accordance with Section 3.2, as if Executive remained
continuously employed with the Company for a period of 12 months
after the Date of Termination, for all purposes, including without
limitation all grants, awards, accruals and vesting thereunder;
provided, that, if such continued participation is not permissible
under applicable law, the Company shall at its sole cost and
expense provide Executive with benefits substantially similar to
those to which Executive would have been entitled for such period
under those Plans in which Executive's continued participation is
not permissible;
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Executive Employment Agreement of Xxxxxx X. Xxxxxx, Xx. to be duly
executed and delivered on the day and year first above written, but effective
retroactively as of the Effective Date except as otherwise provided.
COMPANY GREENTREE SOFTWARE, INC.
By /s/ Xxxxxx X. Xxxx
-----------------------------
Its Chief Financial Officer
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Company's Address: 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxx, Xxxxxxxxx 00000
EXECUTIVE: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxxx, Xx.
Executive's Address: 0000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
The undersigned member of the Board of the Company hereby certifies that
this Agreement has been duly approved by resolutions of the Board, without
the participation by the Executive who is party to this Agreement.
/s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx, Director
