[Kurzweil Applied Intelligence, Inc. Letterhead]
March 24, 1997
Xxxxxx X. Xxxx, Xx.
00 Xxxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxxx 00000
Dear Xxx:
This letter will serve to confirm and clarify the terms of your employment
agreement dated as of November 1, 1994 and your stock option agreements dated
October 19, 1994 and May 13, 1996 with respect to a Change in Control (as that
term is defined in the 1995 Non-Employee Stock Option Plan of the Company)
occurring while you are an employee of the Company ("the Change in Control.")
The Company will pay you on the effective date of the Change in Control a lump
sum equal to one year of your salary as in effect on the effective date of the
Change in Control and will provide to you the continuation of benefits as
described in the employment agreement for a period of one year after the
effective date of the Change in Control.
You will provide to the Company your services as an employee during the 90-day
period immediately following the Change in Control at the rate of $1,528 for
each business day or any portion of a business day that you render services to
new management of the Company (to the extent that they so request) during the
90-day period.
For a period of one year after the effective date of the Change in Control, you
will provide new management with informal telephone consulting services. These
services will relate to the operations and management of the Company, but shall
not be so time-consuming as to prevent or interfere with your seeking or
engaging in full-time employment or full-time consulting for a third party.
In the event of the Change in Control, the vesting of your options that are then
outstanding will be accelerated so that all shares covered by those options will
be or will become exercisable in full immediately prior to the effective date of
the Change in Control.
If the foregoing accurately confirms and clarifies the terms of your employment
and option agreements, please so indicate by signing and returning a copy of
this letter.
Very truly yours, ACCEPTED AND AGREED:
/s/ Xxxxx X. X. Xxxxxxxx
Xxxxx X. X. Xxxxxxxx /s/ Xxxxxx X. Xxxx, Xx.
Xxxxxxxx, Compensation Committee --------------------------
Xxxxxx X. Xxxx, Xx.
