EXHIBIT 10.22
AMENDMENT TO
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Amendment to Change of Control Severance Agreement (the "Amendment")
is made and entered into by and between Xxxxxxx X. Xxxxx ("Executive") and Indus
International, Inc., a Delaware Corporation (the "Company"), effective as of May
9, 2006 (the "Effective Date").
RECITALS
1. The Company and Executive have entered into a Change of Control
Severance Agreement (the "Agreement") with an effective date of October 1, 2005,
as previously amended;
2. The Board, acting upon the recommendation of its Compensation Committee,
has determined that it is in the best interests of the Company and its
stockholders to offer the Executive this Amendment;
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and the continued employment of Executive by the Company, the parties agree as
follows:
1. Amended and Restated Section 3(a). Section 3(a) is hereby amended and
restated to read as follows:
(a) Involuntary Termination Following a Change of Control. If within
twenty-four (24) months following a Change of Control (A) either (i) the
Executive terminates his or her employment with the Company (or any parent or
subsidiary of the Company) for "Good Reason" (as defined herein) or the Company
(or any parent or subsidiary of the Company) terminates the Executive's
employment for other than "Cause" (as defined herein), or (ii) Executive
terminates his employment with the Company with or without Good Reason at any
time within the first thirty (30) days following the one-year anniversary of the
Change of Control, and (B) the Executive signs the Company's standard separation
agreement and release of claims with the Company, then the Executive shall be
entitled to receive the following severance benefits from the Company: (i) a
lump sum amount equal to three (3) times the sum of (x) Executive's then-current
base salary plus (y) a payment equal to Executive's annual bonus target for the
performance year in which the Change in Control occurs, or if such amount is not
determinable, Executive's annual bonus paid or payable, including any bonus or
portion thereof which has been earned but deferred, for the most recently
completed fiscal year; and (ii) reimbursement for full COBRA (for the Executive
and any of Executive's dependents that Executive had elected to cover by
Company's benefit plans during Executive's employment at the Company) expenses
for the earlier of eighteen (18) months or until Executive receives health,
medical and/or dental benefits, respectively, from a new employer. In addition,
Executive's outstanding options to purchase shares of the Company's Common Stock
(the "Options") and unvested restricted shares of the Company's Common Stock
(the "Restricted Stock") shall immediately vest and, in the case of Options,
become exercisable. In all other respects the
Options and Restricted Stock shall continue to be bound by and subject to the
terms of their respective agreements.
2. Miscellaneous Provisions.
(a) Definitions; Integration. A capitalized terms not otherwise defined
herein shall have the meaning given such term in the Agreement. This Amendment,
together with the Agreement, constitutes the entire understanding of the parties
as regards to the subject matter hereof and cannot be modified except by further
written agreement of the parties.
(b) Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of the Company by its duly authorized officer, as of the day and year set
forth below.
COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Title: Director, Chairman of the Board
and Chairman of the Compensation
Committee
Date: 5/12/2006
EXECUTIVE
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: President and Chief Executive
Officer
Date: 5/9/2006
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