1
EXHIBIT 10.04
December 7, 1995
ViewStar Corporation
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
This letter confirms our agreement that, except as otherwise provided below
in this letter, the payments and benefits payable to me under the terms of the
Employment Agreement between Xxxx X. Xxxxx and ViewStar Corporation (the
"Company"), dated May 18, 1994, as amended September 25, 1995 (the "Employment
Agreement"), are contingent upon receiving the approval of the shareholders of
the Company in accordance with the requirements of Section 280G(b)(5)(B) of the
Internal Revenue Code (the "Code") and the proposed Treasury Regulations
promulgated thereunder, and such payments and benefits shall not be received or
otherwise made available to me if such shareholder approval is not obtained.
In the event that shareholder approval in accordance with Section
280G(b)(5)(B) of the Code is not obtained with respect to the payments and
benefits under the Employment Agreement (the "Employment Agreement Benefits"),
then the Company shall provide me with similar payments and benefits in an
aggregate amount equal to the lesser of (i) the largest amount that would result
in no portion of such payments and benefits being subject to the excise tax
imposed by Section 4999 of the Code, or (ii) the Employment Agreement Benefits
(the "Alternate Benefits") .
If (i) the shareholder approval described above is not obtained and (ii)
the Alternate Benefits provide me with less than I would have received pursuant
to the Employment Agreement Benefits, then the amount of cash payments payable
to me as part of the Alternate Benefits upon the closing of the merger of the
Company with a subsidiary of Caere Corporation shall equal the amount of the
cash payments that then would have been payable as Employment Agreement Benefits
reduced by the amount of the difference between the Employment Agreement
Benefits and the Alternate Benefits.
Sincerely yours,
Xxxx X. Xxxxx
2
ViewStar Corporation
Page 2.
Xxxxxx to and accepted this 7 day of December, 1995.
ViewStar Corporation
By:
Title:
