1
EXHIBIT 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement") is made as of the 4th day of March, 1999, by and between Security
Dynamics Technologies, Inc., a Delaware corporation ("Employer"), and Xxxxxxx X.
Xxxxxxx, Xx. ("Employee").
WHEREAS, Employer and Employee are parties to an Amended and Restated
Employment Agreement, dated as of November 1, 1997 (the "Agreement"); and
WHEREAS, Employer and Employee are desirous of continuing Employee's
employment with Employer for the period, and on the terms and conditions, set
forth in the Agreement, subject to the amendment set forth herein;
NOW, THEREFORE, in consideration of the foregoing and intending to be
bound, the parties hereby agree that Section 3(a) of the Agreement is amended
and restated in its entirety to read as follows:
"(a) Employee will occupy the position of Chief Executive Officer
of Employer. Employee will also be a member of the Employer's
Board of Directors (the "Board of Directors"), subject to the
terms of the Employer's Third Restated Certificate of
Incorporation as amended from time to time. Any subsequent
substantial diminution in the position, office or duties of
Employee (other than any such diminution resulting from a
Change in Control (as such term is defined in Section 12
hereof)) or material breach by the Employer of its obligations
under this Agreement shall be deemed a termination of this
Agreement other than "for cause" as defined in Section 9
hereof. Employee will report directly to the Board of
Directors and shall have such duties and responsibilities as
are set forth in the Employer's Amended and Restated By-Laws,
as amended from time to time, which duties and
responsibilities shall include, but not be limited to, overall
management responsibility for the operations and
administration of Employer as well as such other duties and
responsibilities, consistent with Employee's position as Chief
Executive Officer, as shall be defined by the Board of
Directors."
Except as amended hereby, the Agreement shall remain unchanged and
shall remain in full force and effect. Capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Agreement.
2
IN WITNESS WHEREOF, this Amendment No. 1 to Amended and Restated
Employment Agreement is executed as of the date first above written.
EMPLOYER:
SECURITY DYNAMICS TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxxx, III
-------------------------------------
Xxxxxx X. Xxxxxxxx, III
Director and Chairman of the
Compensation Committee of the
Board of Directors
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
