Exhibit 10.10.2
AMENDMENT TO SEVERANCE AGREEMENT
This Amendment to Severance Agreement (this "Amendment") is entered into by
and between Sterling Commerce, Inc., a Delaware corporation (the "Company"), and
______________________ (the "Executive").
A. The Company and the Executive entered into a Severance Agreement,
dated as of __________________ (the "Agreement").
B. For good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Executive desire to amend the Agreement as set
forth below.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Sections 4(a) and 4(b) of the Agreement are hereby deleted in their
entirety and replaced with the following:
(a) an amount equal to ______ hundred percent of Executive's annual
salary; which annual salary shall be based upon the annual rate in
effect immediately prior to the Notice Date; and
(b) an amount equal to the product of ______ times 100% of the Plan Bonus
Amount (as hereinafter defined) in effect immediately prior to the
Notice Date.
As used herein, the term "Plan Bonus Amount" means the aggregate amount
(calculated to avoid duplication, on an annualized basis and with respect
only to the fiscal year of Sterling Commerce in which the Notice Date
occurs) of the budgeted or otherwise authorized or contemplated bonus,
incentive or other cash compensation, in addition to (but not including)
the Executive's base salary, to be paid to the Executive under any bonus,
incentive compensation, performance, discretionary pay or similar
agreement, policy, plan, program or arrangement (whether or not funded) of
Sterling Commerce upon attainment of the objective(s) or 100% of the plan
or target amount specified in such agreement, policy, plan, program or
arrangement, whether or not attained at the time of termination.
2. In all other respects, the terms of the Agreement will remain in full
force and effect.
This Amendment is effective as of September 1, 1999.
STERLING COMMERCE, INC.
By:
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Xxxxxx X. Xxxxxx
Senior Vice President and General Counsel
EXECUTIVE
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