EXHIBIT 10.4
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
entered into as of October 7, 2002, by and between Corillian Corporation, an
Oregon corporation ("EMPLOYER"), and Xxxx Xxxx ("EXECUTIVE") and amends the
Employment Agreement between Employer and Executive, dated as of January 23,
2000 (the "Agreement").
WITNESSETH:
WHEREAS, Employer and Executive desire to amend the Agreement on the
terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. AMENDMENTS.
Section 2 of the Agreement is amended in its entirety to read as
follows:
"Employer and Executive agree that, subject to the provisions of this
Agreement, Employer will employ Executive and Executive will serve
Employer as President of Employer for the Term (as hereinafter
defined). Executive shall also serve Employer as interim Chief
Executive Officer until Employer appoints another Chief Executive
Officer, which may or may not be Executive. Executive will report to
the Board and, if Employer appoints a Chief Executive Officer other
than Executive, then Executive shall thereafter report to Employer's
Chief Executive Officer. Executive agrees to observe and comply with
the reasonable rules and regulations of Employer respecting the
performance of Executive's duties and agrees to carry out and perform
the reasonable orders, directions and policies of Employer and its
Board as they may be, from time to time, stated either orally or in
writing. Except as specifically provided otherwise in this Agreement,
Executive shall comply with all of the reasonable policies and
procedures adopted by Employer (as the same may be amended from time
to time by Employer). Executive shall also retain his position as a
member of the Board of Directors of Employer."
Section 6.4(B) of the Agreement is hereby amended in its entirety as
follows:
"Employer may terminate Executive's employment hereunder at any time
without cause. Upon a termination of Executive's employment by
Employer without cause hereunder, 50% of the then-unvested portion of
any and all stock options then held by Executive shall vest
immediately (all stock option agreements with Executive are hereby
amended to reflect the foregoing to the extent necessary) and
Employer shall pay to Executive any Additional Benefits and Base
Salary accrued through the date of termination plus one year's Base
Salary."
Section 7 of the Agreement is amended in its entirety as follows:
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"Executive will be entitled to terminate his employment hereunder at
any time upon a Change in Management. "CHANGE IN MANAGEMENT" means
Employer removes Executive as acting Chief Executive Officer of
Employer (whether by removal of the title "Chief Executive Officer"
or a material change in job duties, status or authority) (or its
Successor Corporation after a Corporate Transaction [each as defined
in Employer's 2000 Stock Incentive Compensation Plan]). If Executive
terminates his employment within 90 days of a Change in Management,
or if Employer terminates Executive's employment within 90 days of a
Change in Management, then 50% of the then-unvested portion of any
and all stock options will vest immediately (all stock option
agreements with Executive are hereby amended to reflect the foregoing
to the extent necessary) and Employer will pay Executive as severance
any Additional Benefits and Base Salary accrued through the date of
termination plus one year's Base Salary. In such event and at
Employer's election (in its sole discretion), Executive's receipt of
severance and accelerated vesting will be conditioned upon Executive
continuing in his role with Employer (or its Successor Corporation)
for a transition period not to exceed 90 days after termination.
Executive's compensation and benefits during such period will remain
the same as immediately before such period. After the conclusion of
such period, if any, Executive will be free to pursue alternative
employment."
2. GENERAL.
Except as expressly set forth above, all other terms and conditions
of the Agreement remain in full force and effect and are not modified in any
manner by this Amendment. This Amendment is incorporated into and made a part of
the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
"EMPLOYER"
CORILLIAN CORPORATION
BY:
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ITS:
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"EXECUTIVE"
XXXX XXXX
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