Exhibit No. 10.22
FIRST AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT
This First Amendment to Change of Control Agreement (this "Amendment")
effective as of August 1, 2001, (the "Effective Date") is entered into by and
between Xxxxxx.xxx Corporation, a Delaware corporation having a principal
office located at 000 Xxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000
("XxXxxx.xxx"), and Xxxxxxx Xxxxxxx ("Executive").
WITNESSETH:
WHEREAS, effective as of July 14, 2000, XxXxxx.xxx and Executive entered
into that certain Change of Control Agreement (the "Agreement"), a true and
correct copy of which was attached as Exhibit 10.17 to the Registration
Statement on Form S-1 for XxXxxx.xxx filed with the Securities and Exchange
Commission;
WHEREAS, the parties desire to amend the Agreement in certain respects.
NOW, THEREFORE, in exchange for the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to be
legally bound as follows.
1. CONFIRMATION
The Agreement is ratified and confirmed in accordance with its terms.
2. DEFINITIONS
Unless otherwise defined herein, all capitalized terms shall have the
meanings ascribed to them in the Agreement.
3. AMENDMENTS TO THE AGREEMENT
3.1 Section 1(c), Definitions, "Change of Control" is amended to
insert a new subsection (iv) which shall read as follows:
"or (iv) the acquisition of all or substantially all of the issued
and outstanding common stock of the Company by Network Associates,
Inc. or a wholly owned subsidiary of Network Associates, Inc."
3.2 Section 1(d), Definitions, "Good Reason" is amended to insert a
new parenthetical after the words "materially less stature or responsibility"
which shall read as follows:
"(provided, however, that in the event of a Change of Control
pursuant to Section 1(c)(iv), it shall not be considered a
demotion, a material reduction or a material, adverse change
hereunder if Executive is appointed to, and Executive accepts, the
position of an
Executive Vice President or business unit President of Network
Associates, Inc. reporting directly to the Chief Executive Officer
of Network Associates, Inc.)"
3.3 Section 15 is hereby amended by deleting the stated address of
XxXxxxx.xxx Corporation and inserting the following in lieu thereof:
"535 Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000"
3.4 Section 15 is further amended by adding the following: "Copies of any
notices given hereunder shall be simultaneously given to:
Xxxx X. Xxxxxxx,
Executive Vice President and General Counsel
Network Associates, Inc.
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000"
4. GENERAL
This Amendment is subject to all of the terms and conditions of the Agreement,
as amended. The Agreement and each provision thereof shall continue in full
force and effect unless specifically amended by this Amendment. In the event of
a conflict between the Agreement and this Amendment, this Amendment shall
control.
XXXXXX.XXX CORPORATION
By:
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Xxxxxxx Xxxxxxx
Print Name:
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Title:
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