EXHIBIT 10.26
FIRST AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
("Amendment") is made as of the _____ day of March __________, 2000, between
PRIMIS, Inc., a Georgia corporation (the "Company"), and C. XXXXX XXXXXXX
("Employee").
RECITALS:
The Company and Employee have entered into that certain Employment and
Non-Competition Agreement dated as of April 1, 1999 (the "Agreement");
The Board of Directors of the Company made certain changes to Employee's
compensation package, including his salary and bonus as reflected in a letter
to Employee dated January 10, 2000.
The Company and Employee agree that Section 5 of the Agreement does not
accurately reflect the intention and agreement of the parties insofar as the
"options" referred to in subclause (b) of clause (iii) of the last sentence
of Section 5 were intended to refer to options to purchase common stock of
the Company to be granted under the Company's employee stock option plan.
The Company and Employee wish to amend the Agreement to align the
provisions of the Agreement with the terms of the January 10, 2000 letter and
to clarify the parties' understanding with respect the "anti-dilution"
provisions contained in Section 5.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is agreed to by and
between the parties as follows:
1. Section 4A of the Agreement shall be deleted in its entirety and the
following inserted in lieu thereof:
"A. SALARY. Effective January 1, 2000, the Company shall pay
Employee an annual salary ("Salary") of Two Hundred Fifty Thousand
Dollars ($250,000), payable not less frequently than monthly. At least
once every twelve months the Board, or a compensation committee made up
of some of the members of the Board, shall review Employee's salary and
make such adjustments to the Salary as it reasonably deems appropriate,
provided that the Salary shall not be reduced."
2. Section 4B of the Agreement shall be deleted in its entirety and
the following inserted in lieu thereof:
"B. INCENTIVE CASH BONUS. Employee shall be eligible to receive a
cash bonus of up to $150,000 with 80% of the bonus ($80,000) being earned
if at least [90%] of the EBITA and pre-tax goals called for by the year
2000 plan are achieved, with the
remaining 20% ($30,000) of the bonus to be earned to the extent the
compensation committee determines Employee has achieved non-financial
objectives established by mutual agreement between the Executive and the
compensation committee. Provided, however, if the Company completes an
initial public offering ("IPO") in the year 2000 at a pre-IPO valuation
of at least $350 million, then two-thirds of the bonus opportunity (or
$100,000) shall be deemed to have been earned by Employee and the
remaining bonus opportunity ($50,000) shall be earned and paid, if at
all, in accordance with the 80%/20% proportion set forth above. Within
seventy-five (75) days after the end of each fiscal year thereafter, the
Company shall determine, and if appropriate, pay Employee an Incentive
Cash Bonus, in an amount equal to fifty percent (50%) of Employee's
Salary, determined by and in the reasonably exercised discretion of the
Board and based upon the Employee's achievement of specific goals
concerning the financial or other performance of the Company for such
fiscal year, established by the Board prior thereto after consultation
with Employee.
3. Subclause (b) of clause (iii) of the last sentence of Section 5 of
the Agreement shall be deleted in its entirety and the following inserted in
lieu thereof:
"(b) issue to Employee, pursuant to the Company's employee stock option
plan, options to purchase that number of shares of Common Stock that will
enable Employee to maintain his Employee's Percentage Ownership, determined
on a fully diluted basis as of the Measurement Date, at an exercise price equal
to the fair market value on the of grant."
4. Except as explicitly amended above, the Employment Agreement shall
continue in full force and effect.
5. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which when taken together shall constitute
one and the same instrument.
[Remainder of Page Intentionally Left Bank]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day, month and year first above written.
PRIMIS, INC.:
By: ___________________________________
Title: ________________________________
("Company")
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C. XXXXX XXXXXXX
("Employee")
